He-Man and the Masters of the Universe: 1st of Trilogy
by streetfalcon
Summary: He-Man and the Masters of the Universe in the epic first part of the movies you wish they would make.


107

EXT.-MOUNTAINS-DAYTIME

We are high up in the mountains. Jagged snow-capped peaks stretch across the horizon. The four tallest mountains all face each other forming a ring. In the center of the four mountains a huge, seemingly bottomless pit drops down.

Near the top of one of the mountains two large men are fighting. One is completely covered in wild brown fur, he is GRIZZLOR and he is viciously attacking a large, muscular barbarian, HE-MAN. They are fighting dangerously close to the edge of the pit when Grizzlor lands a smashing blow.

He-Man stumbles back off the side of the pit and falls onto a small flat rock shelf on the pit wall. He-Man is a few feet below Grizzlor on a rock that is spider-webbed with cracks and ready to break at the slightest movement. It crumbles and groans as He-Man tries to hold perfectly still. His blond hair being whipped all around his head like golden flame by the tornado winds coming from the pit inches away.

**GRIZZLOR**

Looks like the high ground is mine and your luck has run out He-Man. How do you like that?

Grizzlor grabs a rock and hoists it over his head as he looks down over the ledge at He-Man.

**HE-MAN**

I don't like it at all, and I like you even less.

Grizzlor is in the motion of hurling the rock when a large, gray eagle-man swoops in from sky above, snatching the rock out of Grizzlor's hand as he flies by. This eagle-man is STRATOS.

**STRATOS**

Not so fast hair-ball, I'll take that.

Grizzlor is pulled off balance by Stratos tearing the rock from his grip. Just as Grizzlor is regaining his footing a huge stocky man in a flat helmet launches himself headfirst into Grizzlor's chest. This is RAM-MAN.

Grizzlor goes falling back and tumbles off the ledge.

He-Man sees Grizzlor falling down onto him. Just before Grizzlor lands on the rock shelf He-Man leaps up and reaches for the ledge. Grizzlor hits the rock shelf and it crumbles as Grizzlor continues to fall down the pit. He-Man clutches onto the ledge.

Ram-Man reaches down and pulls He-Man up. He-Man dusts himself off as Stratos swoops in over and lands next to him and Ram-Man.

**HE-MAN**

Nice snatch Stratos!

**STRATOS**

Thanks He-Man.

Ram-Man walks up next to them.

**RAM-MAN**

That was some pretty tricky flying there.

**STRATOS**

I almost got sucked down that wind tunnel for a second.

**HE-MAN**

Way to use your head Rammy.

He-Man pats Ram-Man on the head and starts to chuckle, but then pauses, turns his head and listens for a second.

**HE-MAN**

Do you hear something?

What sounds like a muffled voice can be heard. He-Man walks closer to the edge of the pit. The sound becomes louder over the howling wind as He-Man leans in.

**GRIZZLOR**

Curse you He-Man!

**HE-MAN**

Look, it's Grizzlor. He got a grip after all. Hey fur-face, how's it hanging down there?

**GRIZZLOR**

Curse you He-Man, you will pay for this.

**HE-MAN**

Yeah, so you keep telling me.

**STRATOS**

Looks like you'll be the one doing the paying.

**RAM-MAN**

For eternity! Haha. Right He-Man... He-Man? What are you doing?

Ram-Man turns to see He-Man has started to scale down the side of the treacherous pit. The wind is howling and pulling at him while his fingers and toes struggle to find grip amongst the rocks.

**STRATOS**

He-Man are you crazy what are you doing?

**HE-MAN**

I must save him Stratos, no-one deserves this fate. Help me out.

**STRATOS**

I can't possibly fly down there He-Man. I'll be sucked in for sure.

**HE-MAN**

Than get a rope and find something to harness it to.

**STRATOS**

Right.

Stratos and Ram-Man run around searching the area for something to use as a rope.

**STRATOS**

A rope, a rope, where am I going to find a rope?

Just then a large man in a green uniform and yellow helmet appears from around a corner. He is slightly out of breath from having just run up the mountain. This is MAN-AT-ARMS.

**MAN-AT-ARMS**

You guys looking for something?

**STRATOS**

Man-At-Arms! Man-am-I glad to see you.

**MAN-AT-ARMS**

Sorry, I got held up. Where's He-Man?

**STRATOS**

Over here. We need a rope, and fast!

**MAN-AT-ARMS**

A rope huh? I think I may have just the thing.

Man-At-Arms, Ram-Man and Stratos run over to the edge of the pit and look down. He-Man has made his way down to Grizzlor and is trying to get him to take his hand.

**HE-MAN**

Listen you over-grown rug, give me your hand.

**GRIZZLOR**

No, stop trying to save me. Get away from me.

**HE-MAN**

Grizzlor, stop this and give me your hand.

**GRIZZLOR**

I don't want your help.

**HE-MAN**

You are going to fall into an eternal abyss if you don't take my hand. Is that really what you want?

**GRIZZLOR**

A small price to pay to avoid accepting any help from you.

**MAN-AT-ARMS**

He-Man!

He-Man looks up.

**HE-MAN**

Man-At-Arms! Man am I….

**MAN-AT-ARMS**

(cutting He-Man off)

Yeah, Stratos already did that one.

**HE-MAN**

Oh...(looks slightly disappointed) Do you have a rope?

**MAN-AT-ARMS**

I've got something better than that He-Man.

Man-At-Arms pulls out a strange looking gun from his belt and aims it directly down at He-Man. A wide-eyed look of confusion washes over He-Mans face but before he can say anything Man-At-Arms fires the gun directly at him. He-Man shrieks as the gun shoots a white liquid beam that hits him right in the chest. The white goop covers his torso and hardens quickly over him like a cast. The beam hardens all the way up the stream back to the gun and begins to look like a rope. Man-At-Arms then turns and fires the gun at the rock wall behind him. The beam splatters on the rock and sticks to it like a web, connecting the rope down to He-Man on the other end.

**MAN-AT-ARMS**

(to Stratos and Ram-Man)

Back up.

Man-At-Arms, Ram-Man and Stratos back up a couple steps as the rope hardens and starts to shrink quickly, snapping He-Man up violently like a rubber band. Just before He-Man is pulled up he grabs Grizzlor's hand and pulls him up with him. He-Man and Grizzlor scrape against the rock wall as the shrinking rope drags them all the way up, then whips them over the ledge. Grizzlor goes tumbling across the ground while He-Man gets yanked full force into the rock wall at the other end of the rope. He smashes into the wall, shattering the cast of hardened rope off his chest. He-Man gets up after the collision dazed and dizzy. Man-At-Arms, Stratos and Ram-Man come running over to him.

**HE-MAN**

Thanks Duncan. That's a heck of thing you got there.

**MAN-AT-ARMS**

Yeah, sorry about that, there are still a couple of kinks to work out.

**HE-MAN**

Maybe some brakes would be nice.

**RAM-MAN**

Or at least a helmet.

He-Man, Man-At-Arms and Stratos share a laugh. Then He-Man steps over towards Grizzlor, who is still crumpled up on the ground recovering.

**HE-MAN**

Well, Grizzlor, I certainly hope you learned your lesson here today, because you almost just had a loooong time to think about it.

**GRIZZLOR**

I don't understand He-Man, why didn't you let me fall? I am your enemy.

**HE-MAN**

I might be your enemy, but you're not mine. No one deserves that fate, not even you. I believe all life is precious. You should remember that next time you go pushing other people around.

**GRIZZLOR**

You win this time He-Man.

**HE-MAN**

I win every time flea brain. Because good will always triumph over evil in the end. And hopefully our experience here today will help you realize that. Sometimes it just takes a close brush with a terrifying end to remind us how precious life really is. And that is the best thing any of us can do, to treat all life as equally precious and learn to help others instead of hurting them. Isn't that right Man-At-Arms.

**MAN-AT-ARMS**

That's right He-Man. Now, let's go make sure everyone else is ok.

**HE-MAN**

Good idea. You've got a lot of heavy thinking to do Grizzlor, and if I hear you've returned to your evil ways, I promise you, I will be back.

EXT. VILLAGE AT THE FOOT OF THE MOUNTAINS- DAYTIME

A quaint little village at the foot of the mountains. A crowd of villagers are standing around a road that leads up into the mountains.

Suddenly He-Man, Man-At-Arms, Ram-Man, and Stratos come into view walking down from the mountains. As soon as the villagers see the approaching heroes they start cheering wildly. He-Man and the others wave and give thumbs up to everyone as they approach. Out of the crowd darts a little floating creature in a red robe and a wizard hat followed by a giant green tiger with yellow stripes wearing a helmet, this is ORKO and BATTLECAT.

**ORKO**

You guys made it! You're back.

**HE-MAN**

Did you ever doubt us, little buddy?

**ORKO**

I didn't mean it like that He-Man

**MAN-AT-ARMS**

Sure you didn't Orko.

**BATTLECAT**

How'd it go up there He-Man?

**HE-MAN**

Let's just say that Grizzlor had a real close call with a real long fall.

**RAM-MAN**

HA! You said it.

**VILLAGER 1**

So you defeated him?

**HE-MAN**

I don't think he'll be bothering you for quite some time.

**VILLAGER 2**

What do you mean quite some time? You mean forever right?

**VILLAGER 3**

Did you kill him?

**VILLAGER 1**

Did he kill him?

**HE-MAN**

No, I didn't kill him, but I sure gave him something to think about.

**VILLAGER 2**

Gave him something to think about? Well that's no good. What does that do?

**VILLAGER 3**

What does that mean? Something to think about?

**VILLAGER 1**

Does Grizzlor think?

**MAN-AT-ARMS**

It means he won't be bothering you again.

**VILLAGER 2**

Really?

**VILLAGER 1**

But how do you know?

**HE-MAN**

I know because I saw the look in his eye after I spared his life.

He-Man can tell that the villagers are still unimpressed by this statement.

**HE-MAN**

And his power staff fell down into the pit, so he has no more power staff, does that make you feel better?

**VILLAGER 2**

But even without the power staff he's still a HUGE crazy mean bear guy.

**VILLAGER 3**

Yeah he's still pretty scary.

**HE-MAN**

Look you guys, what can I say? That's life on Eternia. Sometimes there are huge bear guys around, and you can't just go around tossing them all into bottomless pits.

**VILLAGER 1**

Why not?

**HE-MAN**

Because life is precious that's why not. Now look. He has no more power staff, he will probably just go back to wherever giant bear guys like him are from.

**VILLAGER 2**

The forests of Kavandish.

**HE-MAN**

Fine.

**VILLAGER 2**

That's where huge bear guys are from, the Forests of Kavandish.

**HE-MAN**

Ok great, he'll probably go back there.

**VILLAGER 1**

Or the Terrible Tundra, some bear guys are from there too.

**VILLAGER 2**

I think they're smaller though.

**VILLAGER 1**

Not all of them.

**VILLAGER 2**

I know, but I think overall they are smaller.

**HE-MAN**

Look, it doesn't matter.

**VILLAGER 1**

Right, just because they're smaller in general there doesn't mean that Grizzlor couldn't have come from there. He might just be big for his kind.

**HE-MAN**

(to Man-At-Arms and Ram-Man) Come on, let's go home.

EXT. DARK MOUNTAINS- ETERNAL NIGHT

We move through a vast range of black mountains. Dark skies full of storm clouds that erupt lightning in irregular spasms across the sky. Up ahead one dramatically huge mountain dominates the horizon. The mountain gleams like polished obsidian. The form of a giant serpent has been carved, coiling in a slow spiral around from the bottom of the mountain to the top. The stone serpent's eyes glow, and from its open mouth pours a heavy stream of glowing red lava, which falls down into a giant lake below. Rivers flow off from the lake in all directions like fiery spokes. We move up one of these rivers and into the side of Snake Mountain.

After weaving up a dark stone staircase into a large throne room, we find SKELETOR standing on a platform, speaking to a assembled legion of horrible villainous creatures. They are crowded around Skeletor, giving him their undivided attention. We move around to see all their faces as he is speaking.

**SKELETOR**

Look amongst yourselves and you will notice that I have assembled all of Eternia's most notorious evil warriors. Beastman, with you mastery of all animals, have long menaced the forests and fields of Eternia.

We cut to each villain in the crowd as Skeletor talks about them. BEASTMAN is an enormous orange ape-man.

**SKELETOR CONT.**

Mer-Man, with your mastery of the water, has wreaked havoc on the islands and coasts.

MER-MAN stands next to Beastman. He is a green amphibian-looking creature.

**SKELETOR CONT.**

Trap-Jaw and your endless array of evil inventions have been the cause of many sleepless nights for the royal guard.

TRAP-JAW is a gruesome creature. He is a large disfigured man with metal and robotic parts patched all over him. His jaw is a jagged metal clamp and one of his arms is missing with a robotic prosthesis in its place.

**SKELETOR CONT.**

Evil-Lyn, whose villainous sorcery is second only to mine.

EVIL-LYN is a tall, statuesque, raven-haired woman in an elaborate purple sorceress outfit.

**SKELETOR CONT.**

Stinkor, who….

pauses with a loss for words while looking at STINKOR, a giant skunk man standing there in a gas mask.

**SKELETOR CONT.**

My point is, you have all long used your powers to bring misery and despair to the people of Eternia. The time has come to combine your…eh…talents…and my strategy. Far too long my ambitions have been contained, but no more. After today Eternia will have a new face of power. The time has come to let our evil grow, to let it reach out over all of Eternia. Stick to my plan and today we will capture all of Eternia's leaders in a single strike. They will never know what hit them and this time tomorrow they will be permanent residents in the dungeons of Snake Mountain!

All the Evil Warriors cheer except one. A large snake-man scoffs very quietly to himself. This is KOBRA KHAN.

**KOBRA KHAN**

(under his breath) We've heard this before.

Skeletor notices Kobra Khan scoffing at him but continues undeterred.

**SKELETOR**

Now, by the powers of darkness, evil and fear I command you, prepare for conquest!

The Evil Warriors hurry off in every direction to prepare for the mission. Skeletor walks up behind Kobra Khan while he isn't looking. Kobra Khan starts to turn and stops himself just short of walking right into Skeletor, who looms over him.

**KOBRA KHAN**

You startled me, sire.

**SKELETOR**

Did you enjoy my speech Kobra Khan?

**KOBRA KHAN**

Oh yes, sire, it was very inspiring.

**SKELETOR**

Yes wasn't it. You know Kobra Khan, I was greatly disappointed that the trinket you brought back from the desert turned out to be utterly worthless. I entrusted you with men and equipment and I don't enjoy my valuable resources being used to collect garbage.

**KOBRA KHAN**

It was a stupid mistake, sire, and I'm sorry.

**SKELETOR**

You're a stupid mistake, and I know you are sorry.

**KOBRA KHAN**

That stone was rumored to be most powerful. I don't know how I could have been so wrong.

**SKELETOR**

You don't know how? I'll tell you how, it's because you're a pea brain so anyone with the brain a size of a walnut could outsmart you. I expect you to perform better today or I'll send you back under the rock you crawled out from.

**KOBRA KHAN**

I will, sire, (gives a devious and knowing smirk) I swear.

EXT- IN A OPEN-TOP FLYING CRAFT- DAYTIME

Man-At-Arms is flying a convertible speeder craft that he pilots close over the ground. He-Man is lounging in the passenger seat with his feet up on the dash. Orko and Ram-Man are in the back seat along with Battlecat who is half in the seat with his head laying on his paws across the trunk. Stratos flies directly above the speeder. They are cruising across the beautiful and multicolored landscape of Eternia in the afternoon.

**ORKO**

Can you believe those guys back there?

**MAN-AT-ARMS**

I know, how was that for gratitude?

**HE-MAN**

Right, I mean if they want to go throwing people down bottomless pits that's their business. But that's not how I do things.

**ORKO**

And that's why people love you He-Man.

**RAM-MAN**

Yeah don't worry about that He-Man, you did the right thing, like you always do.

**MAN-AT-ARMS**

Exactly He-Man, just like you always do. I wouldn't have done it, but you would and that's what makes you, you.

**STRATOS**

Yeah He-Man, you were awesome today.

**HE-MAN**

Thanks Stratos, you weren't so bad yourself.

**STRATOS**

I'm just happy to help when you need it He-Man. I don't know what Eternia would do without you.

**RAM-MAN**

You always seem to know the right thing to do He-Man. I don't know how you do it sometimes.

**HE-MAN**

Sometimes I don't know either, Rammy. I don't even think about, it just flows through me like electricity. Everything becomes clear and slow. And I hear this song that starts playing in my head. Then after that everything just sort of happens fluidly and I just know what to do.

**ORKO**

A song huh? Well what does this song sound like?

**HE-MAN**

It goes kind of like...duh duh duh duh duh

He-Man uses his mouth to hum out the He-Man theme song.

**MAN-AT-ARMS**

Hey I like that.

**ORKO**

It's kind of catchy.

He-Man continues to hum his song while they glide through the beautiful Eternian daylight.

He-Man holds his hand out the side and carves up and down through the passing wind like a blade as he looks across the landscape. His eyes look up into the brilliant sky filled with gorgeous fields of clouds. His eyes drift to one cloud in the sky that is separate from the others. It sort of looks like a snake. His daydreaming is cut off by Stratos.

**STRATOS**

Well, this is where I peel off boys.

**MAN-AT-ARMS**

So long Stratos.

**HE-MAN**

Thanks again, Stratos. I don't know what we'd do without you.

**STRATOS**

I'm always there for you He-Man, you know that.

**HE-MAN**

I do.

**RAM-MAN**

See you Stratty!

With a nod Stratos flies off and away.

INT. SNAKE MOUNTAIN- ETERNAL NIGHT

All throughout Snake Mountain a long caravan of circus carts and cages is lined up. The army of Evil Warriors are getting dressed up in strange disguises and loading up supplies and animals. We follow Kobra Khan as he walks along the caravan, weaving in, out, and around all sorts of bizarre villains and strange animals. Kobra Khan comes to an opening in the rock wall that leads back into a cave. He walks up to the cave, checks back over his shoulder to make sure nobody is watching him, then he quickly slips inside. He squints into the darkness. Suddenly a pair of eyes light up like little bulbs in the blackness. A voice calls from below the eyes.

**BATROS**

Back here

Kobra Khan walks to the back of the cave. A crack of light appears and starts to spread across the cave in shafts as the giant fist of Beastman opens around a glow stick. It gives out just enough light to dimly illuminate the faces of Beastman, BATROS and Kobra Khan inside the cave. Beastman is so huge that he has to hunch over inside the cave.

**BATROS**

Is everything set.

**KOBRA KHAN**

Yes Batros, everything is set. We will move forward as planned.

**BEASTMAN**

What about the other part?

**KOBRA KHAN **

Don't worry, Beastman, I've got that all under control.

**BEASTMAN**

Maybe I wouldn't worry if things were more under my control.

**KOBRA KHAN**

Listen Beastman…

Just as Kobra Khan says this a strange sort of rattling sound comes from somewhere in the darkness of the cave.

**BEASTMAN**

I hear it.

**KOBRA KHAN**

No, I mean listen to me..

The rattling noise happens again.

**BATROS**

Wait…I hear it too.

**BEASTMAN**

It's like a rattling.

In the darkness of the cave out of sight from them, a large spider man silences the rattling and crawls along the ceiling of the cave. This is WEBSTOR. He is hidden from them but watching and listening.

**KOBRA KHAN**

I don't hear it.

**BEASTMAN**

I don't hear it anymore either.

**KOBRA KHAN**

Enough paranoia. You know what to do. Now we need get to work before we make that bone-head suspicious.

One by one Beastman, Batros, and Kobra Khan come out of the cave, look around, and walk off, each in a different direction. After the last one exits Webstor emerges crawling on the ceiling. He climbs down to the ground and starts walking upright, following the direction Kobra Khan went.

INT. ROYAL PALACE HALLWAY- DAYTIME

PRINCE ADAM and CRINGER are walking quietly down a spacious and luxurious hallway inside the Royal Palace. Fine art and tapestries adorn the walls. Prince Adam and Cringer are tiptoeing and peering around every corner that they pass.

**PRINCE ADAM**

Try to be quiet. I just want to get back to my room before we run into...

Prince Adam is saying this just as he turns a corner and blindly bumps into someone. It is a stunning, fair-skinned, red-haired woman who is about the same age as Prince Adam. This is TEELA and she is scowling at him.

**PRINCE ADAM**

Teela!

**TEELA**

There you are!

**PRINCE ADAM**

Uh, what's up?

**TEELA**

What's up! What's up?! I'll tell you what's up. I've been searching everywhere for you. You know you are not supposed to go anywhere without telling me.

**PRINCE ADAM**

But I only stepped out for a minute.

**TEELA**

A minute! HA! I've been looking around for you for hours.

**PRINCE ADAM**

Oh, really? Well, you know how time flies when you're having fun.

Prince Adam looks at Teela who is still scowling at him.

**PRINCE ADAM**

Oh right, I guess you wouldn't know anything about that.

**TEELA**

Your problem is you're ALWAYS having fun. Fun, fun, fun, that's all you care about. Do I need to remind you that you are a Prince and I am your royal guard. Some of us take our responsibilities seriously, and you are never supposed to be anywhere without me knowing it.

**PRINCE ADAM**

But this was personal.

**TEELA**

Everything is personal with you. Including me. I am your PERSONAL body guard and you need to respect that. Besides there is nothing about your life that is a secret from me.

**PRINCE ADAM**

Don't be so sure of that.

**TEELA**

I have waited outside your door and around the corner in every imaginable situation. I know your girls, I know your secrets, I know your everything.

**PRINCE ADAM**

I guess I can't hide anything from you.

**TEELA**

Exactly, so I don't know why you still try. You need to get cleaned up and dressed now, Your parents have been furious with me for not being able to find you and they are going to be furious at you too.

**PRINCE ADAM**

My parents, why are they looking for me?

**TEELA**

Typical. So self-obsessed you never can remember anything. Tonight is your parents' royal gala. It's only the single biggest social event of the year.

**PRINCE ADAM**

Oh right. The gala. How could I forget.

**TEELA**

Oh I wonder. Maybe it has something to do with you never thinking about anything but yourself. Now go get dressed.

**PRINCE ADAM**

Will you help me dress?

**TEELA**

You wish. Now get moving.

INT. SNAKE MOUNTAIN- ETERNAL NIGHT

The strange caravan of Evil Warriors and creatures is now all assembled and lined up at the gates of Snake Mountain. Skeletor is disguised as a Magician with Evil-Lyn disguised as his beautiful assistant. Skeletor is in the front of the caravan standing on top of an ornate chariot that has a cage with his large purple panther, named PANTHOR, inside.

**SKELETOR**

Now remember you must wait for my signal to spring the trap. Stick to the plan and tonight we will capture the entire power structure of Eternia. Once we have them in our possession, He-Man will come to their rescue. And when he does he will be ready for him. He will walk right into my clutches where he will suffer agony beyond imagining. After He-Man is no longer a thorn in my side, I will finally be able to reign supreme over all of Eternia. Now, in the name of destruction, forward my Evil Warriors to the palace of Randor! My hour of triumph is upon us!

The entire caravan starts to move out of Snake Mountain on a windy road leading through the mountains.

Kobra Khan quietly slips off and stays behind in a hidden spot while the caravan moves out. Even more hidden in the shadows, Webstor watches Kobra Khan. Kobra Khan watches the snake-like form of the long caravan grow smaller as it winds up the curvy road. One car at the front of the convoy breaks off suddenly and travels alone in a different direction down another road. The caravan doesn't follow and continues to move along its own course. After seeing that, Kobra Khan stops watching and walks back inside Snake Mountain. Webstor lurks in the shadows following Kobra Khan as he walks all the way through Snake Mountain to a staircase carved into the rock. Webstor watches Kobra Khan disappear down the stairs.

INT. PRINCE ADAM'S BEDROOM- DAYTIME

A large and spacious bedroom with clothes and things scattered about everywhere. Prince Adam is standing in front of a full length mirror buttoning up a formal shirt. Cringer lays sleeping across the bed. There is a knock at the bedroom door.

**PRINCE ADAM**

Come in.

After the door opens, KING RANDOR and QUEEN RANDOR enter the room followed closely by a couple of guards.

**KING RANDOR**

There you are. Where were you this afternoon? You had your mother worried that you were going to miss her party.

**PRINCE ADAM**

I'm sorry father, I just lost track of time I guess.

**QUEEN RANDOR**

We were so worried.

**PRINCE ADAM**

No need to be worried mother. I was just going for a walk.

**KING RANDOR**

You are supposed to take Teela with you at all times.

**PRINCE ADAM**

I was with Orko and Cringer.

**KING RANDOR**

Orko and Cringer aren't going to protect you if something goes wrong.

**PRINCE ADAM**

I can protect myself father.

**KING RANDOR**

I only wish that was true son. I guess it's my fault for spoiling you so, but such horseplay isn't fitting of a future king.

**QUEEN RANDOR**

Oh honey, don't be so hard on the boy. I think Adam must have inherited from me what we earthlings call a sense of humor.

**PRINCE ADAM**

Thanks mother.

Man-At-Arms and Teela enter the room.

**KING RANDOR**

Well son, we'll let you finish getting ready. We'll see you down there. (turns to Teela) Teela, don't let him out of your sight.

**TEELA**

I won't Your Majesty.

**KING RANDOR**

Are you coming dear?

**QUEEN RANDOR**

I'll be along in a minute.

**KING RANDOR**

Very well.

King Randor gives a quick nod to the bodyguards and walks out of the bedroom into the hallway. The Queen walks over to Prince Adam and looks lovingly at her son. She starts to fix his hair with her hand.

**QUEEN RANDOR**

Sooo handsome. I know young boys have a thirst for adventure, but if you could please just try to let people know when you're going. It would help keep everyone's mind at ease. And it would probably make things easier with your father, don't you think?

**PRINCE ADAM**

You're right, mother. I'll try.

**QUEEN RANDOR**

Thank you Adam, it's just because you mean so much to us.

Queen Randor kisses Prince Adam on the cheek and departs with her bodyguard.

**MAN-AT-ARMS**

Looking sharp.

**PRINCE ADAM**

No thanks to you. How come you didn't remind me about the party?

**TEELA**

You mean you were with him?! Father, really? I don't know why I even bother with you two.

Man-At-Arms frowns at Prince Adam for blowing his cover.

**MAN-AT-ARMS**

Thanks Adam. I'm sorry Teela, I forgot about it too. Anyway, since when am I your appointment keeper?

**PRINCE ADAM**

Ok, no more arguing. All we need to worry about now is what kind of food they're going to have down there.

Cringer wakes up from a dead sleep at the mention of the word food.

**CRINGER**

Did someone say food? That's the best idea I've heard all day.

**PRINCE ADAM**

Sorry buddy, but I don't think this is your kind of party. I'll bring something out for you later.

INT. SNAKE MOUNTAIN DUNGEON- ETERNAL NIGHT

Kobra Khan descends the stairs into the deepest dungeon in Snake Mountain. Webstor sneaks in the shadows behind him, watching the whole time. Kobra Khan walks up to a wall at the far end of the dungeon. Some of the stones are loose and he moves them aside to reveal another room behind the wall. Kobra Khan climbs through the opening in the wall into the hidden room. It looks like it has been sealed off for a very long time. Everything is covered in overgrowth and decaying.

In the center of the large room there is a circle on the floor surrounded by four large pillars. Each pillar is in the shape of a huge rattle-snake tail, arching in over the circle so that they almost touch in the center.

Kobra Khan searches the pillars looking for something. Finally he finds on one of the pillars a large hole with odd writing just above it. Kobra Khan removes an amulet from his pocket.

**KOBRA KHAN **

Useless object, eh Skeletor? You simple minded bag of bones. That is always your undoing. Your inability to see one step beyond. The power is not in the object, the power is in what the object unlocks. Prepare to be set free, oh ancient ones, and to reclaim your rightful place as the rulers of Eternia.

Kobra Khan fits the amulet into the hole in the rock and gives it a turn. Suddenly the room starts shaking and the circle in the floor starts to glow.

Webstor, scared, backs away from the hole in the wall where he has been watching.

The circle in the floor turns to a fast swirling blinding blue light. Lightning shoots from each of the four rattle-tail pillars and connects into one bolt in the center that shoots down into the circle and up through the ceiling. Kobra Khan runs for the entry hole and dives through the wall just in time as the floor erupts into a giant shaft of light bursting forth from beneath.

EXT. SNAKE MOUNTAIN- CONTINUING

The entire mountain is rumbling and shaking. The eyes of the snake at the peak of the mountain flare red and the lava flow surges out of the serpent's mouth. Suddenly the mountain cracks open and out of the rocks two more huge snakes burst out and wrap themselves around all the way to the top, coiling around the existing snake head so there are now three.

INT. SNAKE MOUNTAIN DUNGEON- CONTINUING

Back inside the dungeon the circle in the floor is now an open pit. Terrible hissing sounds are coming from inside of it. Kobra Khan backs to the far edge of the adjoining room.

Huge snake-men start crawling up the walls of the pit and pouring over the side of the pit, filling up the room.

Kobra Khan cowers against the wall in the far side of the next room when suddenly the entire wall that separated the hidden chamber comes smashing in.

Webstor hides terrified in a shadowy corner of the ceiling.

From the smashed debris of the wall comes a flood of huge snake-men. Each one is easily twice the size of Kobra Khan. Hundreds of them come marching out moving across the chamber and towards the stairs. Kobra Khan is frozen in terror against the wall.

The giant snake-men walk by him without paying any notice until one of them, SQUEEZE, walks right up to Kobra Khan and curiously looks him up and down. Kobra Khan stutters to spit words through his fear.

**KOBRA KHAN **

Hello Brother.

Squeeze's arm extends like a huge serpent and wraps around Kobra Khan. It picks him up and pulls him up close to his face to examine him. Squeeze stares straight into the trembling, terrified face of Kobra Khan.

**SQUEEZE**

Brother? HA.

Then with total dismissal Squeeze simply tosses Kobra Khan aside and follows the pack that is now smashing its way through the dungeons and going up the stairs into the rest of Snake Mountain. The flood of snake-man crawling out of the pit finally stops.

For a moment nothing else comes from the pit. Then a brilliant, blinding flash of light. When the flash has faded a single gigantic snake-man hovers in the air over the center of the pit, bathed in the light from below with his arms outstretched. This is KING HISS.

**KING HISS**

Free! I am Free!

INT. ROYAL PALACE- DAYTIME

A huge lavish party is going on inside a grand ballroom that opens up on three sides into sprawling beautiful gardens. Strange creatures and people of all types are mingling, all dressed up in their finest suits and gowns.

Tables of food, bars, punchbowls, and fountains spewing bubbling champagne are everywhere. Servants rush to and fro and a couple of bands play in different areas.

BUZZ-OFF, FISTO and several of the other Masters of the Universe can be seen scattered throughout the crowd.

The Evil Warriors in their circus performer disguises are wandering throughout the crowd performing tricks. TWO-BAD is dressed up and performing as a juggler. Stinkor and others are dressed as clowns and mimes.

Beastman is in costume as an animal wrangler. He is standing on a stage in front of cages filled with different exotic animals: a huge snake coiled in a glass cage, an elephant with three trunks, a giant ape monster, and a white panther.

**BEASTMAN**

Step right up step right up, and see my beastly menagerie. Don't be afraid, they are all completely under my command.

In one garden a knife thrower is tossing knives at an assistant to the joy of many onlookers. Orko is in the crowd trying to perform a magic trick for a tiny little man and woman.

**ORKO**

Was this your card?

Orko reaches into his sleeve and pulls out a sandwich. The woman looks at it unamused.

**ORKO**

Oh, no, that's not right…

The tiny man is looking over at a performer who is holding his hands up in the air and shooting sparks out of them.

**WIDGET MAN**

Look hun, it's the human electrode, he can make electricity with his hands.

**WIDGET WOMAN**

Now that's hot stuff.

The couple walk away from Orko towards the Human Electrode.

**ORKO**

Now wait a second.

Orko starts to fly after them but he floats right next to the dunk-tank just as Fisto throws a perfect pitch, hitting the bulls-eye, dropping a disguised Mer-Man into the tank and splashing water all over Orko.

Fisto laughs and gives a hi-five to Buzz-off.

The clowns are goofing around, taking people by surprise as they wander through the crowd.

Teela is standing alone near the end of a bar watching Prince Adam talking with three beautiful women. All three seem smitten with him, hanging on his every word and laughing at his every joke. Teela looks grumpy and not amused. A handsome, stately man sees Teela standing there alone and walks over to stands next to her.

**MAN**

Didn't you hear this was a party? You don't look like you are enjoying yourself very much.

**TEELA**

Unfortunately I'm not here to enjoy myself.

**MAN**

Oh no? Why else would one even come to a party, if not to enjoy oneself?

**TEELA**

That (points to Prince Adam) is why I am here and not enjoying myself. I am the royal guard assigned to Prince Adam, so I have to keep an eye on him all night.

**MAN**

It looks like he has plenty of eyes on him already. Besides, he seems like a strapping young lad, I'm sure he can handle himself.

**TEELA**

You'd be surprised how much trouble he can be.

**MAN**

I'm more interested in how much trouble you can be. Come on, just one drink? He'll be fine.

They look over at Prince Adam talking with the women. He says something and all three women laugh wildly.

**TEELA**

Ok. One drink.

**MAN**

My name is Todd. Lord Todd.

**TEELA**

Nice to meet you, Lord Todd. I'm Teela.

As LORD TODD is hailing the bartender the people around them all gasp and look upwards. Teela looks up to see a group of flying Acro-Bats performing stunts overhead. Teela watches them until Lord Todd taps her on the shoulder. She looks down to see Lord Todd holding a glass out for her. Teela accepts the drink and clinks glasses with Lord Todd as he raises his glass

**LORD TODD **

To the most stunning woman in the room.

**TEELA**

Oh please.

Teela looks up to see Prince Adam watching her from across the room. Prince Adam gives Teela a wink and a big thumbs up. Teela scowls at him.

Prince Adam smiles then turns and starts talking to the guys in the band. He is describing something to them and trying to get them to understand. A horn player nods his head and puts his horn up to his mouth and starts to blow out some notes. It is the He-Man theme song that He-Man had been humming to his friends while flying home earlier.

Lord Todd and Teela turn their attention to Beastman's animal stage. Guests are crowded around as Beastman calls for a volunteer.

**BEASTMAN/ANIMAL TRAINER**

I need a volunteer. Someone to see if beauty can really tame the savage beast. Who will it be? Who has the courage to approach the snow panther? A loving creature if you know how to tame her…If not...

Beastman sticks his staff through the bars of the panther's cage and with one strong swipe the panther breaks the staff, rattling the cage bars.

Lord Todd looks directly at Teela while this happens.

INT. SNAKE MOUNTAIN- ETERNAL NIGHT

Kobra Khan is alone and moving cautiously up a long winding staircase that leads to the throne room. Things are smashed and broken all around him. The sound of chanting grows louder and louder as Kobra Khan approaches the throne room.

**SNAKE MEN (CHANTING)**

Hiss. Hiss. Hiss. Hiss.

Kobra Khan reaches the entrance to the room and stands back in the door way. Hundreds of huge snake-men stand around the throne chanting his name as King Hiss walks towards it.

**SNAKE MEN**

Hiss. Hiss. Hiss. Hiss.

King Hiss walks all the way up to the throne with his back turned. Once there, he turns around to face everyone. He is huge and horrifying. He waves his hand and immediately the chanting stops.

**KING HISS**

It's been a long time since I have sat on this throne. MY Throne. Far too long. I know I don't need to tell any of you that. You all know just how long. You know every minute, every second, just the same as I. And I promise you, now that I am back on my rightful throne, that those eons imprisoned will not go unavenged. No, I swear to you, that those responsible for putting us down there will suffer a fate that will make our punishment pale in comparison. They will beg us to show them the kind of "mercy" they showed us.

Snake-men cheer and whoop fanatically. King Hiss sits down on the throne.

**SNAKE MEN**

All hail, King Hiss! Long Live King Hiss!

INT. ROYAL PALACE BALLROOM- DAYTIME

Teela and Lord Todd are just returning to the bar from the dance floor.

**TEELA **

Lord Todd, you are a marvelous dancer.

**LORD TODD**

I was just doing my best to match your grace my dear.

Teela smiles at this as they get up to the bar. Lord Todd is smiling at Teela when he is bumped into by a beautiful woman.

**WOMAN**

Oh, excuse me.

**LORD TODD**

No problem at all my dear.

Teela gives the girl a catty look at first but then quickly recognizes her as one of the girls Prince Adam was talking to earlier. Teela notices that all three of those women are standing at the bar now. Quickly she snaps around expecting Prince Adam to be creeping up right behind her. When he is not there, Teela starts to scour the room with her eyes but doesn't see Prince Adam anywhere. Teela leans over to the girls.

**TEELA**

Excuse me, but do you know where Prince Adam went?

**WOMAN**

I don't know, he said he had something important to do and left.

**WOMAN #2**

He went off with that strange little wizard.

**TEELA**

Dammit Adam. (to Todd) I'm sorry, I've got to go.

**LORD TODD**

I'm sure he's fine

**TEELA**

Well, that makes one of us.

Teela leaves the party room and goes off down a hallway.

INT. SNAKE MOUNTAIN THRONE ROOM- ETERNAL NIGHT

The snake-men have made themselves back at home and are stirring about everywhere. King Hiss is sitting on the throne talking with General Rattlor who stands right next to him. Kobra Khan moves across the room with nobody taking any serious notice of him as he makes his way closer to the King.

**KOBRA KHAN **

Your worship, may I have a word with you?

King Hiss and General Rattlor stop talking and turn to look down at him.

**KING HISS**

And who are you?

Squeeze, who picked up Kobra Khan in the dungeon, walks up to General Rattlor and whispers in his ear.

**GENERAL RATTLOR**

He appears to be some sort of half-breed runt sire. Apparently he was in the dungeon.

**KOBRA KHAN**

I am Kobra Khan, and I am your humble servant. My sole mission in life is to fulfill your ultimate destiny. I was in the dungeon, but only because it was I that freed you from the void.

**KING HISS **

You released us? Then you have my gratitude little one.

**KOBRA KHAN **

I am honored to have served you in this way my king. But I have done so much more for you than merely opening your cell. If you will grant me the time to explain, I will show you I offer something much greater.

**KING HISS**

Greater than being freed from my cell? Greater than being back on my throne? What greater gift than that have you imagined little one?

**KOBRA KHAN **

I can give you something that will guarantee not only that you can have revenge on those who imprisoned you, but that you can rule over all Eternia.

**KING HISS**

And what could you possibly give me that would to do all of that?

**KOBRA KHAN **

How about the throne of Greyskull?

INT. MAN-AT-ARMS WORKSHOP- DAYTIME

Cringer is on the ground gnawing on a drumstick that Prince Adam has brought him. Man-At-Arms is tinkering with a gizmo on the table, tightening something on it with a screwdriver. Prince Adam is leaning back in a chair with his feet propped up on the table, throwing up bits of food and catching him in his mouth. Orko is setting up four golden discs on stands on the table. Each golden disc has a different symbol on it.

**ORKO**

Ok, you guys, ready to see the big trick that I'm going to perform for the King and Queen later?

**MAN-AT-ARMS**

Not over here Orko, can't you practice in another room.

**ORKO**

But I need an audience for this one.

**MAN-AT-ARMS**

Your magic needs a warning label, not an audience.

**ORKO**

Aw come on you guys.

**PRINCE ADAM**

We're just kidding you, little buddy. Go on, show us what you got.

Orko wiggles his fingers and says some magic words

One disk floats up off its stand and hovers over Cringer's head. He winces as the disc disappears in a puff of smoke. From the puff of smoke a cupcake falls down in front of Cringer, who smiles and licks his lips.

**CRINGER**

Hey, I like this trick

Orko wiggles his fingers again and chants more magic words. The next disc floats up and hovers over Prince Adam's head. He braces himself, but it just pops and turns into glitter that sprinkles down on Prince Adam.

**PRINCE ADAM **

Eh.

Orko wiggles his fingers and recites more magic words. The third disc floats up and hovers over Man-At-Arms' head. He braces himself. In a puff of smoke the disc turns into a huge egg that splats down on his head. He gets red with anger.

**MAN-AT-ARMS**

Orko!

Prince Adam and Cringer start laughing.

**ORKO**

I'm sorry Man-At-Arms. I almost had it. Magic is tricky business.

**MAN-AT-ARMS**

Orko if I were you the only trick I would practice is disappearing.

Orko flies out of the room totally sad and dejected.

**PRINCE ADAM**

Orko wait.

INT. HALLWAY IN THE ROYAL PALACE- CONTINUING

Teela is walking through the halls searching for Prince Adam when Orko comes flying out from a doorway and blows right past her.

**TEELA**

Orko!

**ORKO**

I'm sorry Teela, I can't talk now. I've got to go.

Orko is stifling tears as he flies off down the hallway. Teela looks up the hall at the door Orko just flew out of. She hears laughter coming from the doorway.

INT. MAN-AT-ARMS WORKSHOP- CONTINUING

Teela flings the door open.

**TEELA**

There you are!

Man-At-Arms and Prince Adam are surprised by Teela in the doorway. Prince Adam had just thrown a bit of food in the air to catch in his mouth. He turns when Teela bursts in the room and the food falls right onto the side of his face.

**TEELA**

I told you not to go anywhere without telling me. We just went through this a couple of hours ago!

Are you trying to drive me crazy?

**PRINCE ADAM**

Sorry Teela, you just seemed to be having such a good time with that guy that I didn't want to interrupt.

**TEELA**

I was only talking to him to pass time while watching you.

**PRINCE ADAM**

Oh, don't give me that, I could tell you liked him. Besides, I told Cringer I would bring him some food.

**MAN-AT-ARMS**

It's ok Teela, he's here with me. I'll keep an eye on him

**TEELA**

Well Father, I wish that was some consolation, but he was with you this afternoon apparently and he almost missed the Gala because of it.

**MAN-AT-ARMS**

Teela, it's ok. You just need to relax and enjoy yourself.

**CRINGER**

Yeah, it's a party.

**MAN-AT-ARMS**

Maybe spending some time with a man you like is what you need.

**PRINCE ADAM**

Yeah, it might loosen you up a little bit.

**TEELA**

Well, it certainly would be nice to spend some time around a REAL man for once. Instead of you overgrown boys. I was hoping He-Man would come to the party tonight. The king invited him.

**MAN-AT-ARMS**

Well, I'm sure He-Man has more important things to do than go to a dinner party.

**PRINCE ADAM**

Besides, you should probably set your sights on someone a bit more, realistic, don't you think?

**TEELA**

Oh what do you know anyway? You've never seen us together. He-Man and I have...chemistry. I know he feels it too. I don't care what you say.

**MAN-AT-ARMS**

I'm sure you two do have...chemistry. But either way, He-Man is not going to be here tonight, so you might as well enjoy the party without him. Now I PROMISE I will not let Adam out of my sight tonight. You go back to the party and have a good time. We'll come back in a bit.

**TEELA**

Ok, father. I do sort of like that guy. But I'd better see you guys back out there.

Teela leaves the room and heads back to the party.

**PRINCE ADAM**

She sure is hard on me sometimes.

**MAN-AT-ARMS**

Well you do give her a lot of trouble.

**CRINGER**

But you get her out of trouble an awful lot too.

**MAN-AT-ARMS**

Yeah, but she doesn't know that.

**PRINCE ADAM**

I just wish she didn't think I was such a boob.

Right then he throws up a piece of food that misses his mouth falls right onto his eye. He starts laughing hysterically, as do Man-At-Arms and Cringer

**CRINGER**

I love it when you miss. More for me.

A loud distress signal starts repeating from an unknown location.

**VOICE**

Mayday, Mayday. Man-At-Arms, Man-At-Arms...do you read me? Man-At-Arms are you there?

**MAN-AT-ARMS**

That's the Widgets' emergency distress channel. They only use that in the gravest emergencies.

Man-At-Arms pushes through some junk on his desk and pulls things aside revealing a video screen with the grainy image of a person's face on it.

**VOICE**

Man-At-Arms do you read me?

**MAN-AT-ARMS**

I'm here, I read you.

**VOICE**

Thank the Gods I reached you.

**MAN-AT-ARMS**

Squinch is that you?

**SQUINCH**

Yes, it is me!

**MAN-AT-ARMS**

What is it, what is happening over there?

**SQUINCH**

We need your help Man-At-Arms. Our village and the mine are under heavy attack. The dam has been ruptured and it could give way at any moment and flood the whole valley. Some of the crops are already underwater. We are all in terrible danger. Please hurry.

**MAN-AT-ARMS**

Don't worry Squinch, I'm on my way, and I think I know just the friend to bring with me.

**SQUINCH**

Oh thank you Man-At-Arms, thank you. Please come as soon as you can.

Man-At-Arms switches off the communicator.

**MAN-AT-ARMS**

Are you ready?

**PRINCE ADAM**

I'm always ready.

**CRINGER**

I was afraid you were going to say that.

**MAN-AT-ARMS**

Let's get going, not a moment to lose.

Prince Adam runs down the hall to his bedroom. He hits a lever that spins his dresser open to reveal a secret panel. Inside is his sword. Prince Adam pulls out his sword, raises it over his head and shouts

**PRINCE ADAM**

By the power of Greyskull!

A bolt of lightning rips down from above, hitting his sword like a lightning rod. Prince Adam's entire body is engulfed in pulsing light. Inside this womb of light his body morphs into the form of He-Man.

**HE-MAN**

I have the power!

He-Man then levels his sword at Cringer who is standing in the doorway. A huge blast of light comes from the sword and shoots Cringer morphing him into Battlecat.

INT. SNAKE MOUNTAIN THRONE ROOM- ETERNAL NIGHT

King Hiss is seated on the throne and Kobra Khan is kneeling on the ground before him. General Rattlor stands by King Hiss' side.

**KING HISS**

An intriguing plan Khan. You serve your master well. I will discuss it with my advisors.

King Hiss turns his head to General Rattlor.

**KOBRA KHAN **

Of course sire, but you see time is of the essence. We must seize this moment…Before He-Man can figure out what is happening and interfere.

General Rattlor gives Kobra Khan a hateful look for speaking out of turn.

**KING HISS**

Hmmmm… It would be wise to use the element of surprise while we still have it. General Rattlor, what say you?

**GENERAL RATTLOR**

I agree sire. It makes sense to strike before anyone is even aware we are awakened. But also sire, remember we have not eaten in eons. The men are drained by hunger.

**KING HISS**

As am I, General. I would not dream of marching into battle without first satisfying our hunger. Khan, before we attack Greyskull, we require a sustenance. We will need to stop somewhere to feed.

**KOBRA KHAN**

Of course sire, I know the perfect place.

EXT. THE WIDGET VILLAGE- AFTERNOON

Man-At-Arms is driving the AttackTrak with He-Man and Battlecat inside. The vehicle is speeding up the road to the village. As they drive by, a little robot spy hidden nearby sees them. The robot zooms its camera in on the vehicle and does a quick scan. Then an antenna extends up and it starts blinking and transmitting a signal.

INT. ROYAL PALACE- AFTERNOON

Skeletor/Circus Magician is in his trailer with Evil-Lyn. Skeletor is adjusting his costume when a red light starts flashing in a crystal ball in the middle of the room. Skeletor and Evil-Lyn walk over to it and look in the ball. Skeletor waves his hand and an image appears of He-Man and Man-At-Arms driving in the AttackTrak.

**EVIL-LYN**

It looks like He-Man took the bait.

**SKELETOR**

Excellent. Everything is going perfectly. Get ready Evil-Lyn, it is just about time for our performance. Hahahahaha.

EXT. WIDGET VILLAGE- AFTERNOON

Several buildings are on fire and tiny villagers are frantically running everywhere trying to get away from hundreds of robot lizards that are shooting lasers and destroying everything in sight.

He-Man and Battlecat leap out the AttackTrak, running swiftly into the action before Man-At-Arms has even stopped the vehicle.

Man-At-Arms pulls to a quick stop and hops out, strapping on a utility belt as he runs into the chaos of the village.

He-Man is already smashing the robot lizards left and right when Man-at-Arms catches up.

**MAN-AT-ARMS**

There's hundreds of them!

**HE-MAN**

We need to find out where they all are coming from. I'll find the source, Duncan you see if you can't put out some of these fires!

**RUNNING VILLAGER**

Forget the fires, we're all going to drown!

The villager points behind He-Man, so he turns his head around and looks up.

In the mountains that rise up just beyond the village is a deep, V shaped gorge in between two peaks. Spanning this gorge is an enormous dam holding back a mighty river on the other side. There are large cracks in the dam that are spreading out all over. Water is spurting and spitting out of the cracks as they grow.

**MAN-AT-ARMS**

The dam He-Man!

**HE-MAN**

I see it. You find Squinch and find out where all these robots are coming from. I'll go try to put a plug in that thing. Come-on Battlecat.

He-Man and Battlecat run off in the direction of the dam. Man-At-Arms goes rushing through the chaotic village.

Widgets are running away with their belongings, heading out of the village. Fires burn in many houses and a stream of water has started to trickle through town at their feet. Rocks are crumbling loudly from the dam above.

Man-At-Arms is blasting and destroying robots all along the way when one jumps out of a burning house right on top of him, knocking him down. Man-At-Arms hits a button on his arm band that causes his glove to light up with an electrical glow. Man-At-Arms then grabs the robot causing it to short circuit and burst apart.

EXT. THE PATH UP TO THE DAM- AFTERNOON

He-Man and Battlecat are running up the path towards the dam when one of the robot serpents jumps in front of them.

Up ahead a big piece of the dam pops out making a huge hole that a river of water surges out of. The robot shoots a beam at He-Man that he deflects with his sword. Battlecat comes up behind the robot and bites one of its legs. As the robot turns to shoot Battlecat He-Man bashes it, then flips it over onto its back.

Then He-Man spins the robot around on its back so fast that it drills right into the ground, creating a huge hole. The rushing river of water coming from the dam pours down this hole instead of flooding into the town.

He-Man and Battlecat start running back up the path to the top of the dam. The ground is shaking and rumbling and rocks are tumbling down from the slopes above them. Workers are running away from the dam.

**WORKER 1**

It's going to go!

**WORKER 2**

Run for your lives! Get away from it before it gives!

He-Man and Battlecat run past all the fleeing workers on the path until they get to the top of the dam. The water behind the dam is surging and pushing against it.

He-Man stands on the dam and looks down the dry side. It is a vertigo-inducing drop down the sheer face of the dam. Water is spitting and spraying out of cracks all over the dam's face.

**HE-MAN**

Looks like it's going to take a lot more than a finger to plug up this dyke! We're going to need to figure something else out.

A large shudder sends He-Man back on his heels and a rock crashing down next to him. He looks up above him to where the rock came from, it is one of the high peaks that are on either side of the dam.

**HE-MAN**

I think I have an idea.

EXT. THE WIDGET VILLAGE- AFTERNOON

Man-At-Arms is still weaving through the chaos, destroying robots and extinguishing fires with bursts of smoke from his arm bands along the way.

Man-At-Arms turns a corner and sees a cave up ahead that the robots are all coming out of and runs towards it, smashing robots as he charges.

Once Man-At-Arms gets inside the cave he sees a huge assembly-line machine set up that is quickly making the robots.

The machine is drilling into the cave wall in the back and chewing up the ore to pump out one robot after another after another.

At the control panel of the machine stands TRAP-JAW.

**MAN-AT-ARMS**

Trap-Jaw!

Trap-Jaw turns and sees Man-At-Arms.

**MAN-AT-ARMS**

I should have known this was your handy work.

**TRAP-JAW**

Hahaha!

**MAN-AT-ARMS**

Time for this operation to go on strike.

Man-At-Arms pulls a grenade off of his belt and tosses it into the machine. It explodes destroying the entire machine and the cave fills with smoke.

Man-At-Arms waves the smoke away to see Trap-Jaw is already on his speeder and flying away.

**MAN-AT-ARMS**

Yeah, you'd better run away you rust-bucket.

EXT. THE TOP OF THE DAM- AFTERNOON

He-Man is mounted on the top of a large tree that has been bent and pulled all the way down to the ground. The mighty trunk is straining under the stress. He-Man is nestled in the bushy limbs of the top of the tree. Battlecat is holding the tree down by biting down on one of the tree branches. Battlecat has all four paws dug deep into the ground and is straining back with all his might to keep the mighty tree down.

**HE-MAN**

NOW.

Battlecat opens his mouth, sending the tree snapping back upright.

This catapults He-Man high up into the air, sailing through the sky and smacking into the top of the mountain peak. He grabs onto the side of the mountain after he hits it and holds on tight. As he finds his footing he looks down below him at the dam and the water behind it.

He-Man removes his sword from the scabbard on his back an with both hands pulls it back for a mighty blow.

He swings around hard, cutting directly into the side of the mountain. The sword emits a blast of lightning and slices clean through the mountain, severing the peak completely.

He-Man sheathes his sword and grabs onto the severed mountaintop with both hands.

With great effort he lifts the entire peak up off of the mountain. He-Man turns while holding the entire mountain top over his head.

EXT. THE WIDGET VILLAGE- AFTERNOON

Man-At-Arms comes upon a burning house where he sees a little man trying to help people out of the window.

**MAN-AT-ARMS**

Squinch! There you are!

**SQUINCH**

Man-At-Arms! Thank Eternia you made it. The dam is going to collapse, there is no time!

**MAN-AT-ARMS**

It's ok Squinch, I brought help, we are on it.

Squinch looks up to where Man-At-Arms pointing and sees the silhouette of He-Man lifting the huge peak of the mountain up over his head. Lit up in the setting sunlight like a god.

**SQUINCH**

He-Man! We are saved!

EXT. MOUTAINTOP ABOVE THE DAM- AFTERNOON

**HE-MAN**

Alley oop!

He-Man heaves the entire cap of the mountain down into the water behind the dam. The mountain top turns over on the way down and the cone splashes into the water directly behind the dam. The cone shape of the mountain fits snugly into the V shaped gorge, sealing the water off completely and relieving the pressure from the dam.

**HE-MAN**

That should do the trick.

EXT. SNAKE MOUNTAIN- ETERNAL DARKNESS

King Hiss has the entire Snake-Man Army assembled and ready to march out. The snake-men are unruly, smashing things and shoving each other around. Kobra Khan is standing up front near King Hiss. King Hiss raises his hand and the men all quickly quiet down.

**KING HISS**

Bretheren. We have been cooped up for a long time. It's time we stretched our legs. It seems the timing of our release has divine providence. For at this moment, the seat of power for all of Eternia lies unguarded and ripe for our picking. It is no accident we have been released back into the world on this day. This morning we awoke morning from eons of sleepless nightmare, tonight from the halls of Greyskull we will show Eternia what that nightmare looks like!

The snake-men all cheer wildly.

**KING HISS**

But first, I know you are all hungry, and we must fill our incredible emptiness. A hunger that has been building inside of everyone of us for ages. First we will fill our stomachs, but that will only be the appetizer, for the main course is the seat of power for all Eternia…And revenge!

They snake-men start chanting Hiss again. General Rattlor steps up from next to King Hiss.

**GENERAL RATTLOR**

Now move out!

The snake-man army starts marching out of Snake Mountain. Webstor crawls along the ceiling to the edge of the tunnel and watches them as they go.

EXT. WIDGET VILLAGE- AFTERNOON

Things have calmed down. The robots are all destroyed, the dam is safe for the moment and Widgets are putting out the last of the fires.

As He-Man and Battlecat walk back into the town from the dam, Widgets thank him as he passes.

**VILLAGER 1**

Thank you He-Man!

**VILLAGER 2**

Three cheers for He-Man

**HE-MAN**

No need to thank me. I'm just doing what's right.

He-Man walks through the people until he finds Man-At-Arms talking with Squinch.

**MAN-AT-ARMS**

Good work He-Man. You did it again.

**SQUINCH**

How can we ever thank you He-Man?

**HE-MAN**

Knowing that good people like you are out there, Squinch, is thanks enough. So who is responsible for this dastardly deed?

**MAN-AT-ARMS**

It was Trap-Jaw. He had set up a serpentoid factory in the cave just around that bluff.

**HE-MAN**

I thought I felt the bony finger of Skeletor all over this one**.**

**MAN-AT-ARMS**

It's strange though. Trap-Jaw must have been sneaking into that cave for weeks to build that machine in there.

**HE-MAN**

Skeletor's forces are always at work Duncan.

**MAN-AT-ARMS**

But don't you find it odd that they would spend so much time and energy coming out here ahead of time and setting all that up just to attack the village and the dam, and not even make an attempt at the corradite mine?

**HE-MAN**

Well if it wasn't an attempt to rob the mine, than what was the point?

**MAN-AT-ARMS**

Squinch, where were the duke and his guard tonight?

**SQUINCH**

They are at the gala at the Palace of Randor of course. Everyone is there tonight.

**MAN-AT-ARMS**

Right, everyone is there tonight. And who would know that everyone is there?

**SQUINCH**

Well...everyone would know that I guess.

**MAN-AT-ARMS**

Exactly.

**HE-MAN**

Which means that Skeletor and Trap-Jaw certainly knew that.

**MAN-AT-ARMS**

Exactly.

**HE-MAN**

Do you think this whole attack could just have been to draw He-Man away from the palace?

**MAN-AT-ARMS**

It makes sense. They obviously waited until the guard was away. And because of the Corradite mine, they knew He-Man himself would come if there was an attack.

**HE-MAN**

I should to get back to the palace right away.

**MAN-AT-ARMS**

I think that would be wise He-Man. I'll secure the dam and after I finish up and be right behind you.

**HE-MAN**

Sounds good. I'll get to the bottom of this.

He-Man hops onto Battlecat, who stands up on his hind legs and gives a mighty roar.

INT. ROYAL BALLROOM- DAYTIME

The party is still in full swing. People are socializing, laughing, drinking and eating. Teela and Lord Todd are chatting with drinks in their hands.

**LORD TODD**

Teela, I would like to show you something.

**TEELA**

Oh brother. I've heard that before.

**LORD TODD**

This is my most prized possession.

**TEELA**

Yeah, it's still sounding horribly familiar.

Lord Todd removes something from his jacket pocket and holds it out in his hand to show her. There is only a small black square in the palm of his hand. Teela laughs but quickly regains her composure.

**TEELA**

Why, it's just a little black square.

**LORD TODD**

But that's where you are wrong Teela. It is so much more

**TEELA**

Then what is it?

**LORD TODD**

It's anything I want it to be my dear lady.

Lord Todd reaches into the black square, his fingertips disappearing inside of it like a hole. He pulls a gold chain that keeps coming further and further out until at the end of the necklace a dazzling orange pendant pops out. Lord Todd offers the necklace to Teela.

**TEELA**

Oh my. Thank you, but I can't accept that.

**LORD TODD**

Please my dear, it would be an insult for you not to.

**TEELA**

But it is too much.

**LORD TODD**

No my dear, it is exactly enough.

Teela looks at the pendant and takes it in her hand to admire it.

**TEELA**

Well, it is lovely. Absolutely lovely.

**LORD TODD**

So it will be well partnered with you. May I?

Teela removes her hand from the necklace and turns around and holds up her hair so that Lord Todd can put the necklace around her. After Lord Todd finishes fastening it Teela turns back around to face him.

Behind them Skeletor and Evil-Lyn dressed as the Magician and his assistant are performing on the main stage. King and Queen Randor are seated at a table close to the stage watching. Orko is with the King and Queen. The magician finishes a trick and everyone bursts into applause except Orko.

**ORKO**

That's not so impressive.

**SKELETOR/CIRCUS MAGICIAN**

Thank you, you are too kind. Now, I wonder if we can compel the King and Queen to honor us with their participation in my amazing trick?

The crowd cheers the King and Queen on. Smiling, the King and Queen wave and come up on stage to wild applause.

**KING RANDOR**

Thank you, thank you. How could we argue with such enthusiasm.

**SKELETOR/CIRCUS MAGICIAN**

Now, your majesties. If I can have you stand right over there.

Evil-Lyn/Assistant leads the King and Queen to a spot right in the middle of the stage

**SKELETOR/CIRCUS MAGICIAN CONTINUED**

And now your majesties, in my most astounding act of all, I finally rid Eternia of your hated presence, forever!

Suddenly The Flying Acrobats dive bomb down from the sides of the stage, snatch up the King and Queen and carry them high up into the air. As they toss the King and Queen up, hundreds of bats flock in and swarm, grabbing the screaming King and Queen and carrying them away. Their crowns fall, clinking on the ground and landing side by side. Chaos breaks out in the crowd as people start screaming and pushing towards the stage.

**SKELETOR/CIRCUS MAGICIAN**

Leaders of Eternia, for too long you have held the balance of power across this land. But today your long strangle hold on Eternia comes to an end. It is the dawning of a new age of power. And by showing up here today to revel in your decadence, you have all allowed that change to occur. You will now be escorted to your new accommodations in the dungeons of Snake Mountain, where you will be our honored guests….permanently!

The Evil Warriors swarm from all directions and start grabbing all of the royal guests, bagging up them up and tossing them into caravan cars.

Mer-Man causes the water from the dunk tank and all the fountains to rise and surge over people.

Beastman unleashes all the animals in his menagerie and they tear through the crowd. The Masters are fighting with Evil Warriors as they run amuck, wreaking havoc. Guards are fighting vicious animals everywhere.

Teela runs for the stage towards Skeletor but before she can get there she is blindsided by a circus clown. Lord Todd runs up behind her and grabs the clown.

**LORD TODD**

Not funny clown.

Lord Todd punches the clown in the face. His punch doesn't hurt the clown but only knocks his mask off revealing him as Stinkor. Teela gets up from the ground.

**TEELA**

Stinkor!

**STINKOR**

Hahaha..Smell you later.

Stinkor emits a heavy cloud of gas from his body. Lord Todd, Teela and everyone nearby are engulfed in the mist and overwhelmed. They are coughing and gasping for breath, blinded and covering their eyes.

Skeletor and Evil-Lyn make their way outside into the courtyard where Beastman and other Evil Warriors are already making their escape.

Skeletor looks up at the bats flying high overhead, carrying King and Queen Randor away. Then he looks down at the line of Evil Warriors and animals running away on the ground directly underneath the bats.

**SKELETOR**

Those fools, where are they going? GAH. Imbeciles, can't do anything right. Beastman! Beastman, Batros' radar seems to be off, will you kindly remind him of the way to Snake Mountain.

**BEASTMAN**

He's not going to Snake Mountain though Skeletor.

**SKELETOR**

Obviously I can see he's not going to Snake Mountain fur brain, and therein lies the problem. He SHOULD be going to Snake Mountain, and you need to get a map up in front of his ugly little face.

**BEASTMAN**

No, he's not going to Snake Mountain Skeletor. None of us are. There's been a change of plans.

**SKELETOR**

A change of plans!? Nonsense! I'm the only one who makes any plans around here and I didn't change anything.

**BEASTMAN**

Well maybe it's time someone else started making the plans.

**SKELETOR**

Why you furry flea-bitten fool!

Skeletor raises his havoc staff to blast Beastman. Right as he does a pterodactyl swoops down from above, picks up Beastman and flies away with him. Beastman laughs as he flies away.

**SKELETOR**

You'd better run away you overgrown rug! I'll cover my throne in your hide!

Teela and Todd come running out into the courtyard, their eyes still red and watering. Teela sees Skeletor and aims her weapon at him.

**EVIL-LYN**

Not so fast.

Evil-Lyn blasts Teela with a freeze ray. Instantly Teela is frozen like a statue.

**LORD TODD**

Why you…

Evil-Lyn blasts Lord Todd with the freeze ray too. Skeletor looks around and sees frozen Teela.

**SKELETOR**

Well, I'm not leaving here empty handed. Grab her, she comes with us.

Skeletor points to Teela's frozen body. Evil-Lyn grabs her throws her in the craft and they fly away towards Snake Mountain.

Orko comes flying out of the palace just in time to see Skeletor throw Teela in his craft, but they fly off before Orko can get to them.

EXT. OUTSKIRTS OF DARK MOUNTAINS- EVENING

Atop a watchtower a guard is looking out over the horizon. He thinks he sees something but isn't sure. The guard reaches down and grabs a pair of binoculars and puts them up to his eyes. Looking through them he can see a large mass moving. As he focuses the lenses, the image becomes clearer. It is the front of the snake-man army marching out of the mountains in the distance coming towards him.

The shaken-up guard drops the binoculars and rushes to sound the alarm, which is a huge horn mounted on the top of the tower. Just as the guard is about to blow the horn a voice comes from behind him.

**SNAKE-FACE**

I don't think you need to bother with that.

**GUARD**

What? Who is it?

The guard turns around and see's Snake-Face standing right there. Snake-Face's eyes light up and medusa snakes all around his head stand up and hiss when the guard looks at him. The guard turns immediately into stone.

EXT. RIDING TO THE ROYAL PALACE- EVENING

He-Man and Battlecat are riding across a long open plain. As they clear a hill they are able to see the Royal Palace on a high plateau in the distance. Smoke is rising out of the palace in several places.

**HE-MAN**

Hurry Battlecat, that looks like smoke coming from the palace.

They ride up to the gates of the palace where beaten up people in tattered party clothes are staggering all about. There is no screaming or fighting; He-Man has arrived in the aftermath. He-Man weaves through the dismayed crowd when someone staggering past grabs his arm.

**PARTY GOER**

He-Man it was awful. Just awful. 

**PARTY GOER 2**

He-Man! They took my Father.

He-Man pats the man on the back and keeps moving towards the ballroom.

INT. ROYAL BALLROOM- CONTINUING

He-Man enters the main ballroom to find total destruction. Everything broken and strewn about. Hurt people are everywhere moaning while others tend to the wounded.

**ORKO**

He-Man, where have you been?

**HE-MAN**

Orko. What happened here?

**ORKO**

It was a surprise attack He-Man. Skeletor and his minions were disguised as circus performers. They kidnapped everyone. The King and Queen…everyone.

**HE-MAN**

Which way did they go Orko?

**ORKO**

That way.

Orko points in the direction that Batros and Beastman went.

**ORKO**

They flew off with the hostages that way. All the Masters are after them.

**HE-MAN**

Then I will catch up with them.

**ORKO**

But wait, He-Man. That's not all.

**HE-MAN**

What else?

**ORKO**

Skeletor and Evil-Lyn. They took Teela.

**HE-MAN**

Don't worry buddy, I'll get everybody back.

**ORKO**

Only Skeletor and Evil-Lyn didn't go with everybody. They went on their own. That way.

Orko points in the direction Skeletor went.

**HE-MAN**

To Snake Mountain.

**ORKO**

Uh-huh. And they took Teela with them.

**HE-MAN**

I see. Well, then it looks like I'm going to be giving Skeletor a house call.

**ORKO**

Be careful He-Man.

**HE-MAN**

I will. Orko, I need you to get in touch with Man-At-Arms. He's at the Widget village right now. Contact him and have him head to the Andulian Pass and wait for me there.

**ORKO**

Ok, got it. Good luck He-Man.

**HE-MAN**

You too little buddy. Come on Battlecat. We ride to Snake Mountain.

EXT. SNAKE MOUNTAIN- ETERNAL NIGHT

Skeletor and Evil-Lyn are flying back to Snake Mountain with Panthor and the frozen body of Teela strapped in behind them. As Snake Mountain comes into view they notice the peak has three heads instead of one.

**EVIL-LYN**

Skeletor, look.

Evil-Lyn points at the peak

**SKELETOR**

Yes, I see it Evil-Lyn.

**EVIL-LYN**

What do you think it means?

**SKELETOR**

I don't know, but the way today is going I'm sure it's not good.

INT- SNAKE MOUTAIN- ETERNAL DARKNESS

Skeletor and Evil-Lyn cautiously move through the halls of Snake Mountain. Panthor follows behind them with Teela gagged and tied up and draped across its back.

The halls are all empty now. Everything is smashed and broken from the falling rocks and debris that came down during the mountain quake.

**SKELETOR**

What happened here?! There is no way that walking rug could have done all of this. But I promise you, whoever is responsible for this will perish a thousand deaths!

**EVIL-LYN**

Look at this Skeletor.

Evil-Lyn crouches down and picks something up off of the floor. Skeletor walks over to look at it. Webstor sneaks up unseen in the shadows behind them.

Teela's eyes start blinking because she sees Webstor creeping in the shadows but can't move or say anything.

**SKELETOR.**

Disgusting. What is it?

**EVIL-LYN**

It seems to be some sort of…snake skin.

**SKELETOR**

Snake skin eh. Well, that shouldn't surprise me. Kobra Khan can barely contain his venom in my presence. Frankly I'm surprised he didn't double cross me earlier. Still, how could an incapable dolt like Kobra Khan have done all of this?

**WEBSTOR**

Perhaps I can shed some light on the subject.

Webstor says this as he emerges from the shadows, surprising Skeletor and Evil-Lyn. Skeletor looks Webstor up and down.

**SKELETOR**

Well, that would certainly be helpful.

Teela lays across Panthors saddle listening to them talk.

INT. CASTLE GREYSKULL-

The Sorceress sits on her throne in Castle Greyskull. Her eyes are closed and moving rapidly under the lids like she is dreaming.

Inside her mind we see Castle Greyskull from the outside. Suddenly there is a huge earthquake and the entire ground starts shaking. Then from down in the moat that surrounds Castle Greyskull comes a huge snakehead. Its head fills up the entire moat with the pillar of rock in the center that Greyskull stands on right in the middle of the snake's mouth. The giant serpent head slides all the way up over the castle and the mouth closes up over top of it swallowing it up.

Her eyes pop open suddenly, awakening her from the vision

EXT. FLEEING ACROSS ETERNIA- EVENING

Batros is flying high above the ground, flanked by other bat-people on either side. There is a large flock of bats still carrying King and Queen Randor in front of them. A pterodactyl swoops in from behind Batros with Beastman riding on its back. The pterodactyl levels off and flies right next to Batros.

**BATROS**

Ah, there you are. I was beginning to wonder if Skeletor hadn't given you too much trouble.

**BEASTMAN**

Of course not. He whimpered and crawled back to Snake Mountain.

**BATROS**

I would say I wish I was there to see the look on his face. But of course he doesn't even have a face.

**BEASTMAN**

That's probably why he couldn't see what was going on under his own nose. Hahaha.

Beneath Beastman and Batros, Two-Bad drives along the ground in a double motorcycle. Mer-Man is driving a vehicle with hostages in it.

Clawful is driving another one with Tri-Clops riding in the passenger seat. Tri-Clops has his head out of the vehicle and is looking backwards to see what's behind them. He rotates his head piece to telescope mode and sees in the distance several vehicles chasing them.

**TRI-CLOPS**

They're back there alright, but we've got a pretty good lead on them. We should have no problem getting to the cut-off spot.

**CLAWFUL**

Good, I'm not done smashing on Masters today. Hahaha.

Mech-A-Neck's head is extended on his long robotic neck high in the air above the dust cloud that the vehicle he is riding in is kicking up. He spots the Evil Warriors getting away in the distance ahead. After spotting them Mech-A-Neck retracts his neck all the way back down to his body which is riding in a vehicle that Fisto is driving.

**FISTO**

See anything?

**MECH-A-NECK**

I see them, but they're getting away.

**FISTO**

Don't worry, my foot is as heavy as my fist.

Fisto pushes the pedal all the way down and they tear off even faster.

In the sky above them Buzz-Off and Stratos fly side by side.

**BUZZ-OFF**

We can't let them get away Stratos.

**STRATOS**

Don't worry Buzz, we'll catch up to them.

**BUZZ-OFF**

I hope someone has gotten word to He-Man.

**STRATOS**

I'm sure he'll show up just in the nick of time. Just like he always does.

EXT. RIDING TO SNAKE MOUNTAIN-EVENING/NIGHT

He-Man is on Battlecat, racing across a mountainscape of picturesque peaks and valleys. Everything is lit up in moonlight from an abnormally bright moon in the sky.

**BATTLECAT**

We're almost at the pass into the Dark Mountains. The roads get a little rough through here.

Battlecat makes a sharp turn into what at first looks like a solid wall but an almost invisible crack becomes a corridor cut into the mountainside. They run through a narrow tunnel in the rock.

As soon as they emerge out the other side, the mountains around them are drastically darker. Now instead of leafy trees and grasses, there are tangled vines and barren scrubby bushes spattered against black rocks. The moon is dimmed and not as bright here, and a second dark moon can be seen further in the distance. As Battlecat runs along below them they can see red rivers of lava.

The path they are on makes a turn and Snake Mountain suddenly appears in the horizon before them. He-Man notices the two extra heads on the peak.

**HE-MAN**

Careful cat. Something's not right around here.

**BATTLECAT**

Nothings ever right around here.

**HE-MAN**

Today more than usual though.

**BATTLECAT**

How can you tell?

**HE-MAN**

Call it a feeling.

EXT. GATE OF SNAKE MOUNTAIN- CONTINUING

Battlecat and He-Man approach a guard tower just outside the gates but there is nobody inside.

**HE-MAN**

Keep your eyes open.

As they ride slowly by the guard tower, He-Man cranes his head back to look up at the three mouths of Snake Mountain hanging above. Battlecat rides through the wide open gates and into the corridors of Snake Mountain.

INT. SKELETOR'S CHAMBER- ETERNAL NIGHT

Skeletor, Evil-Lyn and Webstor are standing around a table. In the center of the table is a large crystal ball.

**EVIL-LYN**

So what do we do now Skeletor?

**SKELETOR**

I shall simply have to devise a new plan in which this snake army serves my purposes.

**EVIL-LYN**

Yes, but how?

**SKELETOR**

I don't know yet, but it will come to me. For I do know one thing, that I shall triumph if it's the last thing I do.

Just then an alarm sounds. Skeletor waves his hand over the crystal ball in the center of the table. The image of He-Man and Battlecat riding into Snake Mountain appear inside the ball.

**EVIL-LYN**

He-Man.

**SKELETOR**

Yes, come for that one no doubt.

Skeletor nods over towards Teela now unfrozen, but bound and gagged and sitting in a chair by a fireplace. Panthor lays on the ground by her feet.

**EVIL-LYN**

Great, what are we supposed to do with him now?

**SKELETOR**

It's all part of the game Evil-Lyn. It's all part of the game.

INT. HALLS OF SNAKE MOUNTAIN- ETERNAL NIGHT

**HE-MAN**

Careful cat, just because it was easy to get in, doesn't mean it will all be that easy. It might be some sort of trap, so stay alert.

They are walking slowly through the long hallways that wind up the mountain. It is totally empty and everything is smashed up.

**HE-MAN**

What happened here?

**BATTLECAT**

Looks like one wild party.

As they ride past a bunch of destroyed control monitors, a live wire dangles, hits something and explodes in a loud pop, sending sparks across the room.

They enter a large room with high ceilings and polished floors with two huge intricately-decorated doors at the far end. He-Man and Battlecat cross the room and pause in front of the doors. He-Man nods at Battlecat before punching the door as hard as he can, breaking it out of the wall and sending it flying into the room.

INT. SKELETORS CHAMBER- CONTINUING

The door comes crashing into the room amongst a cloud of dust and debris. He-Man and Battlecat emerge from the cloud of dust in the doorway, sword drawn and poised to attack.

He-Man finds the room quiet and mostly empty with Skeletor standing alone by his table. Evil-Lyn and Teela are in a chair by a fireplace with Panthor laying down in front licking its paw. Evil-Lyn is perched on the arm of the chair that Teela is sitting tied up and gagged in. Panthor looks up startled by the loud sudden noise of the door being smashed in. The cat looks up curiously only for a moment then goes back to grooming itself and not paying the intruders any mind. Skeletor walks around from behind the table.

**SKELETOR**

Don't you know how to knock?

**HE-MAN**

That is how I knock.

**SKELETOR**

Of course it is. So, to what do I owe this pleasure? I assume you have come to pledge your loyalty to the future ruler of Eternia.

**HE-MAN**

Hardly.

He-Man sheaths his sword.

**HE-MAN**

Looks like the only thing you're ruling is a pile of rocks.

**SKELETOR**

A momentary set-back I assure you.

Evil-Lyn sits on the arm of the chair glaring down at Teela in the tatters of her party dress. Evil-Lyn runs her finger across Teela's shoulder as she hungrily stares at the ropes pressed tight around Teela's thighs. Teela turns her head, Evil-Lyn makes eye contact with her and winks. Teela looks quickly away blushing, still feeling Evil-Lyn's eyes on her.

**EVIL-LYN**

I suppose you're looking for this.

He-Man looks and sees Teela gagged and tied up in the chair with Evil-Lyn hanging over her.

**HE-MAN**

Teela! If you've hurt one hair on her head…

**SKELETOR**

Calm down lame brain. She's fine. In fact, I will give her to you if it will make you go away.

**HE-MAN**

Teela, Teela, are you alright?

**EVIL-LYN**

Let me help you with that.

Evil-Lyn pulls the gag out of her mouth so she can talk.

**TEELA**

He-Man! I'm fine. I knew you'd come.

**HE-MAN**

Evil-Lyn, untie her at once.

**SKELETOR**

Yes, go ahead.

**EVIL-LYN**

Too bad (softly so only Teela can hear her), before we could have any real fun.

Evil-Lyn undoes Teela's ropes and she rushes over to He-Man and embraces him.

**TEELA**

I knew you would come for me.

**HE-MAN**

Always Teela.

**SKELETOR**

A touching reunion I'm sure. Now, if you wouldn't mind I have important matters to attend to.

**HE-MAN**

Not so fast Skeletor, what about the other hostages?

**SKELETOR**

If you're looking for them you're barking up the wrong tree. I suggest you take it up with Beastman and Batros.

**HE-MAN**

Beastman and Batros work for you numb-skull. They do what you tell them to.

**SKELETOR**

Not anymore. As of today those double-crossing nitwits are higher up my hit list than even you He-Man. In fact they had better hope you find them before I do.

**TEELA**

It's true. Beastman and Skeletor were fighting as they left the palace. Everyone else went another way.

Battlecat is sniffing around the room when he finds a bag on the ground. He sniffs at it, looks at it, paws at it a bit until Panthor looks up and sees this. Panthor hisses and Battlecat quickly backs off of the bag.

**HE-MAN**

Did Beastman and Batros do this to Snake Mountain?

**SKELETOR**

What makes you think you can just march into my domain and start demanding answers from me?

**HE-MAN**

Right now it looks like just about anyone can march into your domain. Why won't you tell me what happened here?

**SKELETOR**

Because it's none of your business flesh-face. I do not discuss my matters with you.

**TEELA**

I can tell you He-Man, I overheard everything.

EXT. OUTSKIRTS OF CITY- EVENING

Just outside a quiet city at the edge of the mountains King Hiss halts his snake-men. He and General Rattlor look down onto the city that lies just below.

**KING HISS**

Good work, Khan. This looks like it will do nicely.

King Hiss turns around to address the snake-men.

**KING HISS**

Feast my brethren. Fill yourselves and build your strength. After this we conquer Eternia.

EXT. CITY STREETS- EVENING

Down in the city everything is quiet. Cobblestone streets are lined with houses and shops. People are walking about in the peaceful evening air. A man and a woman pass each other on the street.

**MAN**

Good evening, ma'am.

**WOMAN**

Good evening.

The man smiles as he keeps walking past her. He looks back at her as he turns a corner. Just as he gets around the corner he looks up and there stands the huge snake-man Venom. The terrified man tries to scream but before he can, Venom sprays a blast of goop out of his mouth that smothers the man's face, silencing and burning him. Venom grabs the man and swallows him.

A woman comes walking up the street and sees this. She turns and starts running away screaming. Suddenly a huge tongue whips around her waist and drags her all the way back into Tongue-Lashor's mouth.

Another person sees this and starts screaming and runs away but it is too late now. Screams erupt all around and people are frantically running everywhere as snake-men descend on the city from all sides, crushing everything in their path and devouring people right and left.

Kobra Khan is still by King Hiss and General Rattlor's side as they casually walk through the chaos.

**KING HISS**

Should be enough for everyone.

**GENERAL RATTLOR**

Yes, sire. Everyone should be quite satisfied. Not eating Khan?

**KOBRA KHAN**

Oh, no, I wouldn't dream of taking food from starving soldiers. You forget I have not just been released from eons of captivity.

**GENERAL RATTLOR**

Trust me, I don't forget that.

**KING HISS**

What about you General? There is plenty for all, you can take your share.

**GENERAL RATTLOR**

Thank you Majesty, but I wouldn't dream of eating before you.

**KING HISS**

Yes, yes, now that my men have eaten, it is time to tend to my hunger.

King Hiss throws his head back and starts to hiss. His body starts pulling apart from the inside. His arms grow in size and split apart so that each arm is two intertwined snakes. His head splits apart into three snake heads. In this new hideous form, King Hiss grows even larger until he towers over even General Rattlor.

Kobra Khan trembles in fear and takes a few steps back. General Rattlor sees this and grins. The serpents of King Hiss' arms snap out in every direction, snatching up people and bringing them back to his three heads to devour one by one.

Kobra Khan looks away from King Hiss and over towards General Rattlor. General Rattlor has just caught a fleeing person and is holding him up in the air. Kobra Khan cringes as he watches Rattlor devour the person. Rattlor looks over at Kobra Khan with a menacing glare as he licks his lips.

INT. SKELETORS CHAMBER- ETERNAL NIGHT

Teela is just finishing telling He-Man what she overheard.

**TEELA**

And then he said the entire army marched out headed to Castle Greyskull.

**SKELETOR**

Doesn't your mouth ever get tired of moving?

**TEELA**

Never.

**Evil-Lyn**

Oh my.

**HE-MAN**

This is bad. I should consult with the Sorceress.

**SKELETOR**

Yes, you do that.

He-Man takes a couple steps away from the others towards the giant windows that look down onto the mountains below. He-Man speaks with a voice inside of his mind.

**HE-MAN**

Sorceress, Sorceress can you hear me.

A woman's face appears in the center of He-Man's mind

**SORCERESS**

Yes, He-Man. I hear you. Are you alright?

**HE-MAN**

Yes, Sorceress, I'm alright. But I have troubling news.

**SORCERESS**

What is it He-Man?

**HE-MAN**

I am at Snake Mountain and it seems there were some prisoners being held in a dungeon here that escaped earlier today.

**SORCERESS**

What prisoners, He-Man?

**HE-MAN**

Someone named King Hiss. And it looks like a large army of giant snake-men.

**SORCERESS**

King Hiss?! He-Man, are you sure?

**HE-MAN**

Yes, and that's not all. It sounds like this snake army might be on its way to Castle Greyskull.

S**ORCERESS**

Oh no! This is terrible news.I had a horrible vision that I hoped I had misread. But now I can see that it was indeed a dire warning.

**HE-MAN**

Sorceress, who is King Hiss?

**SORCERESS**

King Hiss is an ancient enemy of Eternia. Long ago he and his army built an almost impregnable fortress called Snake Mountain. From there he led his armies to vanquish the entire populace and conquer all of Eternia. They would have succeeded too, were it not for the combined strength of the Elders and the mystic Zodak. Together they entombed King Hiss and his army in the void ‑ a timeless prison deep within Snake Mountain. There they have been held for countless ages.

If it is true that they have been released, then there is an evil afoot on Eternia that is more powerful and dangerous than anything you or I have ever known. This is very serious He-Man and I cannot defend Greyskull against them alone. You must come here.

**HE-MAN**

Is there any way to stop them?

**SORCERESS **

I don't know He-Man. Our only chance will be to combine the most powerful magic we can conjure. You must hurry, you must get here before they do.

**HE-MAN**

I'm on my way.

**SORCERESS **

But He-Man wait, there's one more thing I want you to do.

**HE-MAN**

What is it?

**SORCERESS**

You need to bring Skeletor with you.

**HE-MAN**

Sorceress no. Skeletor in the halls of Greyskull? Never.

**SORCERESS **

I'm afraid so He-Man. If King Hiss's army is as powerful as the legends say, we will need to combine the most powerful magic forces in all Eternia to hold them off. And you know as well as I do who the other most powerful person on Eternia is.

He-Man looks over towards Skeletor.

**HE-MAN**

Then can't we make our stand outside of the Castle? I can't abide Skeletor being allowed inside.

**SORCERESS**

No, He-Man. I am powerless outside the castle. All our powers are drawn from here, so here all our powers will be their strongest.

**HE-MAN**

Doesn't it worry you having Skeletor inside the castle will amplify his powers?

**SORCERESS **

King Hiss worries me much more than Skeletor right now.

**HE-MAN**

Ok, Sorceress. I'll try to convince him.

**SORCERESS**

Waste no time, He-Man, all Eternia is in terrible danger.

With that the Sorceress' face disappears from He-Man's mind and he walks back to the other people in the room.

**HE-MAN**

Ok, we need to move out.

**TEELA**

Good, I've had enough of Snake Mountain.

**SKELETOR**

Going so soon, what a shame.

**HE-MAN**

Don't get too excited Skeletor, you're coming with me.

**SKELETOR**

I think not He-Lame, I've had more than my fill of your company.

**HE-MAN**

I don't have time to argue with you and I'm taking you with me one way or another Skeletor. So you might as well make it easy on yourself.

**SKELETOR**

Tough talk flesh face, keep that up and I might start to like you.

**HE-MAN**

Don't count on it.

**SKELETOR**

And where is it we would be going?

**HE-MAN**

To Castle Greyskull.

**SKELETOR**

Ha! Now I really have heard everything. You're taking me to Castle Greyskull?!

**HE-MAN**

Listen bone-head, I don't like your company anymore than you like mine, but this King Hiss character is an even bigger threat than you can imagine. And I guarantee that if you don't help me stop him now, you are not going to like the way things turn out any more than I will.Now mount up, we're going to Greyskull.

**SKELETOR**

Well, I must admit that a personal invitation into the halls of Greyskull and the promise of revenge against that snake swine, Kobra Khan, is too intriguing to pass up. Evil-Lyn, I'll trust you can get things back in order around here while I'm gone.

**EVIL LYN**

Of course Skeletor.

**SKELETOR**

Put Webstor and Trap-Jaw to work cleaning this place up. I want it spotless on my return.

**EVIL LYN**

As you wish.

He-Man, Skeletor, Teela, Battlecat and Panthor all start to make their way out of the room.

**EVIL LYN**

Good luck He-Man... you're going to need it.

He-Man doesn't pay her any mind, but Teela looks back, and when she does Evil-Lyn gives a sinister smile and waves.

EXT. CITY STREETS- NIGHT

It's darker now and the city has been reduced to rubble. The snake-men troops have reassembled in the destroyed remnants of the town square. King Hiss is back in his regular, one head and two arms form and standing in front of the army.

**KING HISS**

Men, now that we have our strength nothing can stop us. We march on because though we have satisfied this one hunger, there are other, deeper hungers that we must satisfy. The hunger for revenge on those who imprisoned us. But more importantly the hunger for ultimate power. It is within our reach. It is the destiny that is owed to us in payment for our suffering. Onward, from here we conquer Eternia!

The snake-men all cheer wildly and start to march out of the wasted city. Kobra Khan is looking at the horrible destruction they inflicted on the city when General Rattlor comes up behind him.

**GENERAL RATTLOR**

Let's move out Khan.

Kobra Khan jumps at the sound of the voice right behind him and turns to face General Rattlor.

**GENERAL RATTLOR**

That is, if you've got the stomach for it.

General Rattlor sneers at Kobra Khan.

EXT. RIDING THRU THE DARK MOUNTAINS- NIGHT

He-Man and Teela are riding Battlecat, closely followed by Skeletor riding Panthor. He-Man is riding in front clasping the knob on the saddle.

Teela is tucked in the saddle behind He-Man, pressed up against his back with her arms wrapped around his body and hands holding his chest. Pressing her whole body against his muscular back, she turns her face sideways and closes her eyes. She takes in a deep breath and gently squeezes her legs around the outside of his. She opens her eyes and looks out on the gloomy landscape.

Suddenly a massive bolt of lightning cracks and lights up the darkness and for a flash she can see more clearly what they are riding through. Dark things slither amongst thorny vines and dead trees. Teela gasps at the frightening terrain that is revealed and clutches on tighter. He-Man turns his head back and looks at her out of the corner of his eye. Teela looks up at him and pulls her body closer to his.

**HE-MAN**

Hold on, we're almost out of here.

EXT. RENDEZOUS POINT- NIGHT

The dark mountains give way to rolling hills. The moon becomes brighter in the sky again. Battlecat slows down as they approach a hilly little bluff covered by trees. He-Man searches the area with his eyes as they walk up.

A little flickering light comes from near some trees. They circle around towards where the light was coming from. As they get near a voice calls out.

**MAN-AT-ARMS**

He-Man. Is that you?

**TEELA**

Father?!

**HE-MAN**

Yes, Duncan, it's me.

Man-At-Arms and Orko emerge from behind one of the trees and come up to them.

**TEELA**

Father.

**MAN-AT-ARMS**

Teela. Thank the gods you are ok.

**TEELA**

Father, I'm so happy to see you!

**MAN-AT-ARMS**

I'm happy to see you too.

Teela jumps down off of Battlecat and runs and embraces Man-At-Arms. They hug for a moment before Man-At-Arms looks up and notices Skeletor sitting on Panthor.

**MAN-AT-ARMS**

Is everything alright? What's going on here?

**HE-MAN**

Everything is definitely not alright, but you don't need to worry about Skeletor, I need him for something.

**MAN-AT-ARMS**

What could you possibly need him for?

**HE-MAN**

Easy Duncan. He's part of the plan. Trust me, we've got much bigger problems than Skeletor right now.

**MAN-AT-ARMS**

What do you mean He-Man?

**HE-MAN**

Look, we don't have much time. Teela can explain more to you, but you need to catch up with the other Masters chasing Beastman and the hostages.

**MAN-AT-ARMS**

What about you He-Man?

**HE-MAN**

I'm going to Greyskull to help the Sorceress defend the castle. An enemy marches on her as we speak.

**MAN-AT-ARMS**

We can't let you go alone He-Man, I'll go with you.

**HE-MAN**

Thanks friend, but I'm not going alone.

They all look over at Skeletor.

**MAN-AT-ARMS**

Skeletor? To the halls of Greyskull? Never.

**HE-MAN**

I know Duncan, I don't like it either, but it is the Sorceress herself who commanded I bring him. Desperate times call for desperate measures.

**MAN-AT-ARMS**

Well if times are so desperate why don't we all go first to Greyskull and defend it with everything we've got and then pursue the others?

**HE-MAN**

It's too late to amass any force. Everyone else is half-way to the dark side of Eternia now. Trust me, the Sorceress said that magic is the only firepower we will be needing there. The best thing for you to do now is to follow the kidnappers trail and rescue the King and Queen.

**MAN-AT-ARMS**

Ok, He-Man. But I don't like it.

**HE-MAN**

Nobody likes it Duncan. (looks over at Skeletor) But it's what we've got to do. Teela, can I talk to you for a second?

He-Man grabs Teela by the arm and guides her off a step or two.

**HE-MAN**

Now Teela, I need you to remember…

As He-Man and Teela step aside Man-At-Arms looks over and sees Skeletor poking through a pile of his stuff in the back the AttackTrak.

**MAN-AT-ARMS**

Can I help you?

**SKELETOR**

Just looking around…

**MAN-AT-ARMS**

Well look around somewhere else?

Skeletor pokes at one of the weapons sitting there.

**SKELETOR**

What's that? Another one of your stupid inventions?

**MAN-AT-ARMS**

It's not stupid.

**SKELETOR**

What is it then?

**MAN-AT-ARMS**

It's a sticky rope gun.

**SKELETOR**

Sticky rope gun? Ha! Sounds ridiculous.

**MAN-AT-ARMS**

Well, its not ridiculous, it's awesome. And I'll think of a better name for it.

**SKELETOR**

Hard to think of a worse one.

Teela and He-Man are still talking and looking down the hillside

**TEELA**

…I know, He-Man, I'll remember.

**HE-MAN**

Good.

**TEELA**

And He-Man, there's one more thing. You know…if anything should ever happen…you know, I mean I want you to know that I…

Teela is interrupted by the loud snapping sound of a breaking tree. She looks over and sees Man-At-Arms, Orko and Skeletor standing there looking at an uprooted tree. Man-At-Arms has shot the sticky rope gun to a tree and then to a rock near by. The rope retracted and with the force snapped the tree straight out of the ground, then pulled it into the rock.

**SKELETOR**

Whoa.

**MAN-AT-ARMS**

Told you.

Teela and He-Man rush over.

**TEELA**

What are you guys doing?!

**SKELETOR**

He did it.

**MAN-AT-ARMS**

Sorry.

**HE-MAN**

(looks down at the tree)

Duncan, did you just destroy a living tree?

**MAN-AT-ARMS**

Uh, sorry He-Man, I was just showing Skeletor one of the new sticky rope guns.

**HE-MAN**

Well, knock it off. We've got serious business to attend to. You need to catch up with the other Masters. I'm sure they'll be needing your help

While they are bickering Skeletor quietly picks the sticky rope gun up and sneaks it into his saddle.

**HE-MAN**

Now mount up Skeletor. You and I ride to Greyskull.

EXT. MOUNTAINS- NIGHT

Batros and Beastman are still flying side by side in the air. It is darker and they are in more mountainous territory.

**BEASTMAN**

We are almost at the cut-off. I'm going down for the attack.

**BATROS**

Good luck, Beastman.

**BEASTMAN**

Without He-Man, holding the rest of them off should be no problem. You just make sure the Randors get tucked away safely.

**BATROS**

Don't worry about that. You know where to find us when you're done.

Batros and the other bats peel off in one direction while Beastman and his pterodactyls dive downwards.

EXT. MOUNTAINS- NIGHT

Stratos and Buzz-Off are still flying side by side.

**BUZZ-OFF**

I've lost sight of them, I can't see past that ridge.

**STRATOS**

Now that we're getting closer to the dark side it's getting harder to see.

On the ground down below Fisto and Mech-A-Neck are driving in their vehicle with several other vehicles following behind them.

**MECH-A-NECK**

It looks like they followed the road behind that ridge.

Fisto turns the vehicle around the side of the ridge. As soon as they come around the corner they see the Evil Warriors have blocked the road in front of them at a bottle neck.

Fisto screeches to a stop and all of the other Masters slam on their brakes behind him. Standing above them on the ridge Whiplash whips his huge tail around, smashing huge rocks and sending them tumbling down to the road below, blocking off the escape path behind the Masters.

Now that they are trapped, all the Masters jump out of their vehicles and start fighting.

Fisto gets into a punching match with Two-Bad. Ram-Man smashes things with his head. Pterodactyls attack Buzz-Off in mid-air.

Stinkor tries to engulf Mech-A-Neck in a cloud of gas but Mech-A-Neck extends his head up and clear of the gas. But then he is clubbed on the head by Beastman as he swoops by on his pterodactyl. Beastman swoops down on Stratos.

Tri-Clops is blasting at them with his lasers. Roboto and other guards are blasting back at him.

Mer-Man causes the river that runs nearby to rise up and surge at the Masters, washing some of them away.

EXT. WASTELANDS- NIGHT

He-Man and Battlecat are galloping side by side with Skeletor and Panthor across a gloomy landscape. They are approaching mountains that lift out of the ground ahead of them. There is a deep canyon path that cuts right through the center.

**HE-MAN**

We'll have to ride the high road, even though it's harder. It will be the only way to stay out of sight. If they are marching in mass they are sure to be on the canyon road.

They ride up a narrow winding mountain pass going up and up and up. Once they are at the top they run along a ridge path that carves across the top of the mountains. To their left down the steep slope is a wide valley running alongside them. Ahead of them in the valley below they can see torch lights.

**HE-MAN**

There they are. Be careful cat, try to be quiet.

Quietly the cats paws patter on the stone ground as they ride along the ridge. Skeletor and He-Man both look down at the enormous snake-man army marching below them.

**SKELETOR**

So you, me and the Sorceress are going to stop all of them? Great plan.

**HE-MAN**

Quiet Skeletor.

He-Man sighs as he looks down on the army below.

EXT. VALLEY FLOOR- NIGHT CONTINUING

Down below in the valley at the front of the marching army, Kobra Khan is possessed by a strange feeling and pauses for a moment. He turns his head to the mountain ridge above and squints into the darkness but sees nothing.

Then suddenly, out of the darkness appears the image of Skeletor atop Panthor. One moment not there, the next moment clearly standing out. His skeleton face glows brilliantly for a brief second and seems to be looking directly at Kobra Khan.

Just as quickly as the image appeared, it disappears again, blending back into the darkness and camouflaged by the night. King Hiss notices Kobra Khan looking back and looks up there too. But it is only darkness now.

**KING HISS**

See something Khan?

**KOBRA KHAN**

No sire, it's nothing.

EXT. ROAD TO CASTLE GREYSKULL- NIGHT

He-Man and Skeletor ride down from the mountains into a long barren stretch. Dead tangled trees twist out of the hard cracked ground. Ahead there are lights flickering. As they get closer to the lights we see the mighty face of Castle Greyskull with torches in the spires on either side of the castles skull face. He-Man summons the Sorceress in his mind.

**HE-MAN**

Sorceress, I am here. Open the gate.

They ride up a long rock bridge that juts over a giant moat and points to the mouth of Greyskull. As they approach the castle a wooden drawbridge yawns down and touches down on the end of the rock bridge. The moment it touches the rock Battlecats' feet touch the drawbridge. He-Man rides inside, followed closely by Skeletor. The drawbridge pulls up and closes behind them against the eerie glow of the bottomless moat.

INT. CASTLE GREYSKULL- CONTINUING

**SKELETOR**

So these are the mighty halls of Greyskull.

**HE-MAN**

Don't get any ideas Skeletor.

**SKELETOR**

What would you know about ideas muscle brain?

INT. CASTLE GREYSKULL THRONE ROOM- CONTINUING

He-Man and Skeletor rush into the throne room where the Sorceress awaits. He-Man runs up to the Sorceress while Skeletor lurks behind, curiously looking around at everything. Battlecat is watching Skeletor suspiciously.

**HE-MAN**

Sorceress, we haven't much time. King Hiss and his army are not far behind. We passed them on the canyon road coming here.

**SORCERESS **

Then we must prepare ourselves at once.

**HE-MAN**

What is the plan?

**SORCERESS **

Our only hope is to take them by surprise. They are not expecting you to be here He-Man, they assume you have been lured to the dark side of the planet. And they certainly don't expect Skeletor to be here. They are anticipating finding me alone to defend the castle. So that is what they should find. At first. There is no way we can defeat them all out in the open; we must take them by surprise and sweep them into the bottomless abyss of the moat. By first lulling them into a false sense of easy victory, we will wait until the exact moment when we will use the complete power of our combined force to catch them off guard.

Skeletor is looking up at a solar system map floating above their heads in the center of the huge room. Each planet is the size of a basketball, orbiting and spinning above them.

**HE-MAN**

Did you hear that Skeletor? You have to give it everything you've got all at once at the same time with us.

**SORCERESS **

It will take all of our powers working together. If you don't work with us Skeletor, than all hope for Eternia is lost, and no one, not even you, will survive.

**SKELETOR**

Yeah, genius over there told me all about that already.

Skeletor looks over at a whole wall lined with full length oval mirrors that show no reflections.

**SKELETOR**

Are those all dimension portals?

**SORCERESS**

Yes, they are. There are many worlds that connect with ours Skeletor. We may think we are distant, but all life in the universe is connected together.

**SKELETOR**

Fascinating.

**HE-MAN**

Question and answer time is over. We need to get ready for action. Battlecat, you stay down here and out of sight. We don't want to tip them off that anyone other than the Sorceress is here. Come on skullbrain, we're going to the roof.

EXT- MOUNTAIN PASS- NIGHT

The battle between the Evil Warriors and the Masters rages on. The Masters are stuck in a tight mountain pass with the road blocked in front of and behind them. Stratos is punching Two-Bad when suddenly voices cry for help.

**VOICE**

Help us! Please someone help us!

After knocking Two-Bad back with a punch Stratos looks up to the source of the voice. On a precarious peak several hostages hold on for dear life trying not to fall down.

**HOSTAGES**

Please we can't hold on.

Stratos jumps to take off and fly up there but Two-Bad grabs his leg and pulls him back down to the ground hard. Buzz-Off breaks free of his fight with Stinkor and flies up to the hostages while Stratos fights Two-Bad. Buzz-Off flies up next the peak and talks to the scared hostages.

**BUZZ-OFF**

Don't worry, just hold onto me, I'll get you down.

Just as the first hostage is about to climb into Buzz-Off's arms more voices can be heard behind him.

**VOICES**

Help! Help!

Buzz-Off turns around and sees on another jagged peak another group of hostages that have been stranded. Then voices from another direction call for help. Buzz-Off turns the other direction and sees yet another group of hostages stuck on a nearby peak.

Voices start coming from all around. Buzz-Off and the other Masters down on the ground start looking around and see that little groups of hostages are stuck up on high peaks all around. Fisto is fighting Tri-Clops when he hears all the voices. He looks up and around and sees the stranded hostages. Tri-Clops starts laughing. Fisto looks back down at him.

**FISTO**

What's so funny?

Fisto lines up to punch Tri-Clops. Tri-Clops swivels his head-piece around to a different eye-setting and shoots a blast out of his eye. The beam shoots right past Fisto, barely missing him. The beam then directly hits a peak that hostages are stranded on just below their feet. The peak crumbles underneath them and the hostages go tumbling down. Fisto goes running towards the falling hostages.

Stratos knocks off Two-Bad and flies over and quickly swoops two falling hostages out of the air. Tri-Clops turns his head and starts firing at all the different peaks the hostages are stranded on.

The hostages all scream and try to cling onto things as Tri-Clops blasts the ground out from under their feet. All the Masters run away from their fights trying to catch and secure the dangling and falling hostages.

While the Masters scramble after the hostages the Evil Warriors start to get away. Mer-Man dives into the river and disappears. Two-Bad, Stinkor, Clawful and the others all turn and slip away as soon as the Masters are distracted by rescuing the hostages. Beastman is back on the pterodactyl as it beats its wings to rise off the ground, smashing one of the peaks and sending more hostages toppling as they fly away.

Stratos and Buzz-Off are flying around grabbing people. Other Masters climb up after them or catch the ones that Stratos and Buzz-Off drop to them.

EXT. THE ROOF OF CASTLE GREYSKULL- NIGHT

The Sorceress leads He-Man and Skeletor up a spiral staircase. At the top of the stairs they emerge into a large room that opens out to the top of the castle walls. Everything in this room looks dusty and unused. There is another dimension portal, but this one has a sheet draped over it.

**SKELETOR**

I guess this must be an unpopular dimension.

As he walks by it Skeletor pulls the sheet off with his staff. When the sheet falls to the ground an huge cloud of dust is kicked up. He-Man looks back at Skeletor.

**HE-MAN**

I thought I told you not to touch anything.

The three of them step outside onto the castle wall. It is dark and windy. The dark moon is now moving in front of the bright moon eclipsing its light. The landscape laid out before them is a rocky unwelcoming wasteland. An eerie glow comes from the moat below them. The Sorceress walks out to the edge of the wall and looks into the horizon. He-Man turns to Skeletor.

**HE-MAN**

Now you just follow the plan, Ok? The only way this works, is if we all do it together.

**SKELETOR**

I understand. Let's just not make a habit of this.

Skeletor steps up to the edge of the wall and looks straight down the wall face and right into the bottomless moat. He gets a bit of vertigo from this and steps back a bit. He-Man leans in towards the Sorceress.

**HE-MAN**

Do you really think we can count on Skeletor?

**SORCERESS**

I hope so. I don't think even Skeletor, for all his posturing, wants the ultimate destruction of the planet. And he won't fare any better in a world ruled by King Hiss than you or I will.

**HE-MAN**

I guess you're right.

**SORCERESS**

I hope I'm right.

The first torches of the approaching army become visible in the horizon.

**SORCERESS**

Here they come. Hide yourselves.

**HE-MAN**

Get into position bonehead.

He-Man and Skeletor both duck down under the wall in the shadows so they can't be seen by the approaching army.

**SORCERESS **

Patience. Wait for my command.

The Sorceress stands alone on the wall of Greyskull. Beneath her the wall drops into the bottomless moat of glowing green light. The army of snake-men pour over the horizon, getting closer and closer until finally they reach the moat that surrounds Castle Greyskull. They spread out all around the moat and surround the Castle. King Hiss, General Rattlor and Kobra Khan stand directly in front of the face of the castle.

**SORCERESS**

Who are you, and what is your business here?

**KING HISS**

I am King Hiss! And I have come to claim what is mine.

**SORCERESS**

There is nothing of yours here King Hiss.

**KING HISS**

Oh, I beg to differ. I am the rightful ruler of Eternia, and I have come to claim the throne of Greyskull as my own.

**SORCERESS**

You may not enter, King Hiss. You are not welcome.

**KING HISS**

Your permission Sorceress, is not necessary.

**SORCERESS**

Your powers are no match for me King Hiss.

**KING HISS**

Your bluffs don't fool me. You are surrounded, outnumbered and overpowered. Surrender now and I promise you a quick death.

**SORCERESS**

The power of the elders will never fall to snakes.

**KING HISS**

Then your death will be a slow and painful one.

King Hiss raises his staff high into the air and brings it down on the ground with a mighty stab. A flash of light bursts forth. From this light, ghost snakes spawn and spread out everywhere, slithering across the ground and in the air over the moat until they touch the walls of the castle.

When the ghost snakes touch the castle they harden and start weaving together into bridges. The snake-men surge forward and start crossing the moat on these bridges, approaching from all sides.

The Sorceress raises her staff and starts shooting beams, blasting the bridges and the snake-men and destroying them. But there are far too many of them and she cannot keep up with the pace.

Some snake-men throw a huge claw at the drawbridge. The claw burrows teeth into the door and grabs it. The snake-men grab the ropes attached to the device and start to pull down the drawbridge door.

**SORCERESS**

Steady He-Man. Not just yet.

He-Man waits nervously in the shadows, listening to the horrible sounds growing louder and closer, unable see anything except the Sorceress.

He-Man looks over at Skeletor and notices that Skeletor isn't paying attention to the attack. Skeletor is looking back towards the top of the stairs at the dusty old portal.

**HE-MAN**

Pay attention, Skeletor. We only get one shot at this.

**SKELETOR**

I'm ready.

**HE-MAN**

Just keep your eye holes on the Sorceress.

The Sorceress keeps blasting and blasting at the snake-men as they surround the entire castle. Now there are bridges everywhere like spokes on a wheel with snake-men moving across every one of them.

The drawbridge gets pulled down all the way. It delivers a mighty thud when it hits the ground. As soon as it touches down, King Hiss' foot steps on it and starts walking across the bridge. Snake-men flow past him on either side, moving quickly across the bridge.

The Sorceress waits until the soldiers running across the drawbridge have almost reached the gate. Snake-men from all around are now crawling up the walls of the castle. King Hiss is almost at the gate when the Sorceress yells.

**SORCERESS**

NOW HE-MAN, NOW!

He-Man stands up and raises his sword. Skeletor stays down behind the wall.

**HE-MAN**

I hope this isn't a private party.

He-Man holds his sword high but notices that Skeletor hasn't joined him.

**HE-MAN**

Come on bone-head.

Skeletor pauses and for a moment doesn't look like he is going to help. But then suddenly he stands up and raises his havok staff. Kobra Khan looks up and sees Skeletor standing on the wall.

Then in unison all three of them send a blast of power shooting past all the snake bridges directly into the moat. The green light of the moat builds until it is blinding and a huge storm erupts from the depth and swirls up all around the castle walls. The mighty wind rips snake-men off of the walls and snaps every snake-bridge like a toothpick. The drawbridge trembles as everyone on top of it starts getting sucked off and down into the abyss.

Kobra Khan goes running off of the drawbridge and retreating far away from the castle where he hides in the bushes.

King Hiss tries desperately to claw his way the last few yards into the castle, but it is just out of his reach and finally the sucking wind grows so strong that even he gets pulled down into oblivion.

After the last of the snake-men have been sucked down, He-Man, Skeletor and Sorceress stop shooting their beams. The winds calm and the blinding light of the moat recedes back down to an eerie glow.

**HE-MAN**

We did it. It worked. Are you alright Sorceress?

He-Man and Skeletor walk back towards the Sorceress. They all stand on the wall over looking the moat. The wasteland horizon is completely empty again in every direction.

**SORCERESS**

I'm alright.

**HE-MAN**

Wow. That was a close one. And I gotta admit Skull face. You actually came through.

**SKELETOR**

Yeah well don't get used to it.

**HE-MAN**

No, really Skeletor. Don't downplay it. I think you made a big step here today: By being able to overlook differences to work for a common good. This is the kind of stuff I've been telling you for years…

As he is talking, He-Man is jolted forward by a hard blow to the back. He is suddenly jerked off of his feet and dragged sliding backwards on his butt. He has a sticky rope attached to the middle of his back which is disappearing into the swirling light in the middle of the dusty old dimension portal.

As He-Man goes sliding out of the Sorceress' peripheral vision she turns her head to see what is happening. As she does so the Sorceress is struck hard in the side of the face by Skeletor's Havoc Staff, causing her to fall backwards and slip off the edge of the wall.

He-Man watches the Sorceress get knocked off of the wall as he is sucked through the dimension portal. Skeletor quickly turns his havoc staff and blasts the portal to pieces as soon as He-Man slides through it.

The Sorceress goes plummeting down the moat. In a quick burst she transforms into a falcon mid fall and comes flying back up.

Just as the falcon comes clear of the moat Skeletor turns and blasts it with his havoc staff. A cage forms around the falcon and it tumbles onto the ground on the other side of the moat. He looks at the falcon in the cage.

**SKELETOR**

Sometime my genius amazes even me.

Skeletor walks over to the destroyed dimension portal and checks it out to see if there is any sign of He-Man.

**SKELETOR**

Your trust cost you dearly old enemy.

Skeletor walks back to the wall and stands looking out onto a completely quiet and empty landscape.

**SKELETOR**

This is the way it had to end, with Skeletor triumphant at last.

Skeletor raises his arms up, cranes his head back and laughs maniacally.

In the darkness down below, Kobra Khan is watching from a hidden spot. While Skeletor is laughing at the moon Kobra Khan looks over at the caged falcon on the ground.

**KOBRA KHAN**

I think that might make a useful bargaining chip.

Quickly he darts out from his hiding spot, runs over and picks up the falcon cage, and runs away as fast as he can

Skeletor hears a noise, he stops laughing and looks down just in time to see Kobra Khan running away into the shadows with the cage. Skeletor fires several blasts at Kobra Khan but they all explode behind him as he flees.

**SKELETOR**

Khan! You can slither away now, but there's no hiding from me anymore. I will have you made into a pair of boots, now that I have the power. Muahahahahaha

EXT. MOUNTAIN PASS- NIGHT

Man-At-Arms, Teela and Orko are in the AttackTrak and arrive at the cut-off where the Masters and Evil Warriors have just battled.

Buzz-Off and Stratos are flying rescued hostages down one at a time from places where they are still stranded on the mountain. Ram-Man and Fisto smash rocks trying to clear the debris off of the road.

Man-At-Arms pulls up near Fisto and they all hop out of the AttackTrak. Fisto walks up to Man-At-Arms.

**FISTO**

Well, well, well, look who decided to show up.

**MAN-AT-ARMS**

I got here as quickly as I could.

**FISTO**

I bet.

**MAN-AT-ARMS**

So what happened?

**FISTO**

I'll tell you what happened. They ambushed us at the Gala and then they ambushed us again here.

**MAN-AT-ARMS**

You rescued the hostages though?

**FISTO**

Yeah, MOST of the hostages.

**MAN-AT-ARMS**

Who?

**FISTO**

Who do you think?

**MAN-AT-ARMS**

The Randors?

**FISTO**

Looks like everybody but them is accounted for.

**MAN-AT-ARMS**

Where did they go?

**FISTO**

Don't know. We were chasing them when they turned up through this pass. We followed after, but they had this spot set-up ahead of time. They just stopped and set up their attack to hold us so Batros could get away with the Randors.

**MAN-AT-ARMS**

Batros. Well, then it looks like we're going to need to regroup and go pay Batros a visit.

**FISTO**

You don't want to wait for He-Man?

**MAN-AT-ARMS**

He-Man told me he would catch up. But we need to move on them as soon as we can.

**FISTO**

We need to finish rescuing these people first don't you think?

Mech-A-Neck sees Man-At-Arms and walks up to them.

**MECH-A-NECK**

Man-At-Arms.

**MAN-AT-ARMS**

Hey Mech.

**MECH-A-NECK**

Roboto could sure use your help repairing the vehicles so we can start moving these people out of here.

**MAN-AT-ARMS**

Of course, I'll grab my tools.

Man-At-Arms goes to grab his tools from the AttackTrak and he sees Teela is staring off at storm clouds firing lightning far off in the distance. Man-At-Arms walks over and puts his hand on her shoulder.

**MAN-AT-ARMS**

Is everything alright Teela?

**TEELA**

I just got a really bad feeling.

**MAN-AT-ARMS**

Don't worry, I'm sure He-Man and the Sorceress have everything under control back there.

**TEELA**

I hope you're right father.

INT. CASTLE GREYSKULL- NIGHT

Skeletor walks down the stairs from the roof and into the throne room.

**SKELETOR**

This is turning out to be a wonderful day for evil. Time to settle into my new home.

Battlecat jumps out from a corridor.

**BATTLECAT**

Where's He-Man.

**SKELETOR **

I don't answer questions from overgrown alley cats.

Skeletor blasts Battlecat with his havock staff, turning him into a stone statue.

**SKELETOR**

You need to learn that cats are meant to be seen not heard. Isn't that right precious?

Panthor slinks up to next to Skeletor. Skeletor walks up the steps to the throne, turns and sits down on it, looking into the silent room. Panthor stands next to Skeletor's arm and he strokes the cat's head.

**SKELETOR**

At last, Castle Greyskull and all its secrets are mine. But first things first.

Skeletor waves his hand in the air and speaks to the giant mirror portal.

**SKELETOR**

Magic portal I command you, bring Snake Mountain into view.

The image that swirls into view on the mirror is the throne room of Snake Mountain. Evil-Lyn's face appears.

**EVIL-LYN**

Who is it that calls on Snake Mountain?

**SKELETOR**

Evil-Lyn it is I, Skeletor.

**EVIL-LYN**

You call from Greyskull? What of He-Man and the Sorceress?

**SKELETOR**

I have done away with both of them and taken the throne of Greyskull as my own!

**EVIL LYN**

That's amazing Skeletor, how did you do it?

**SKELETOR **

It's a gift Evil-Lyn. Now, listen to me. I have removed the Sorceress from Greyskull and imprisoned her with my magic. But that back stabbing snake Kobra Khan slithered off with her.

**EVIL-LYN**

Oh no.

**SKELETOR**

Don't worry, she's powerless as long as she's outside the walls of this castle. That scale brain isn't powerful enough to undo the magic that cages her, but who knows what he might try to do with her. Open all eyes and ears everywhere until he is found. I want to see that he is made an example of, so that others will understand who is now in charge.

**EVIL-LYN**

Yes Skeletor, and what about Beastman and Batros?

**SKELETOR**

Don't think I have forgotten about them. Believe me, they will pay dearly, but all in due time. I intend to savor every moment of the revenge I will exact on those two.

**EVIL-LYN**

I feel it might be best to attack them now.

**SKELETOR**

You'll feel nothing! You'll do as I say. Now get to work. It is the dawn of new day on Eternia, the reign of Skeletor begins!

EXT. FOREST- DAYTIME

Bright daylight streaks through a thick canopy of trees. Everything is peaceful and quiet. A butterfly flutters through lush ferns and flowers. A breeze gently blows the hair on He-Man's forehead as he sits slumped over with his eyes closed against a tree. The broken remnants of the sticky rope still attached to the tree and He-Mans back.

He is out cold when the butterfly lands on his nose. He-Man slowly opens his eyes, his vision is hazy and he is seeing double. Someone is walking up to him.

He-Man shakes his head and looks up at who it is. He is still seeing double and it looks like there are two people standing directly over him.

**HE-MAN**

Where in Eternia am I?

**STRANGER**

Eternia? Well, I'm afraid you're nowhere on Eternia bub.

As the stranger is speaking, He-Man's double vision starts to correct. After his vision straightens out, He-Man sees that the stranger leaning over him still has two heads and four arms on one body.

The End

AFTER THE CREDITS

He-Man appears on screen for the end-of-episode moral. He is standing in front of the spot where earlier Man-At-Arms and Skeletor tore down a tree with the sticky rope gun.

**HE-MAN**

In today's story Man-At-Arms tore down a tree. Now, the trees around you probably don't speak. Or if they do we haven't learned to hear them…yet. But trees are living things and when you respect a tree you show that you care about all life. Life is a wonderful, precious gift. Learn to enjoy and respect it and you'll be a happier better person for it. Until next time.


End file.
